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32-616: SBB GmbH was formed in 2005 from the merger of two companies: a different SBB GmbH , and EuroTHURBO  [ de ] . Swiss Federal Railways founded the original SBB GmbH in 2002 to operate the S5 and S6 services of the Basel S-Bahn . That company was based in Lörrach , near Basel . THURBO , itself a subsidiary of Swiss Federal Railways with support from the canton of Thurgau , founded EuroTHURBO in 2003 to handle THURBO's cross-border operations on

64-709: A Tax Return with HMRC . By using a government online service, this can be done at the same time as delivering the accounts to Companies House. The deadline for delivering the return is 12 months after the accounting period ends. Every company must have a registered office , which does not need to be its usual business address; it is often the address of the company's lawyers or accountants. All official letters and documents from government departments (including HMRC and Companies House) will be sent to this address, which must be shown on all official company documents. The registered office can be anywhere in England and Wales, or Scotland if

96-455: A company. In addition, natural persons must have the legal capacity to consent to their appointment as director of a limited company. As of October 2008, the minimum age required to give this consent is 16 years of age. This change was applied retroactively, with any directors under the age of 16 being removed from the register upon the implementation of the Companies Act 2006 . This was already

128-468: A director, subject to certain exceptions. A person who is yet to be discharged from bankruptcy or who has been banned from being a company director by the court will be prohibited, except in certain cases. For example, if the bankrupted person had requested details of share transactions because there was sufficient equity within the business/es that had not been dealt with sufficiently by the court, they are technically not bankrupt and are permitted to start

160-564: A managing director will not invalidate a contract with a third party, but the GmbH may hold the managing director in question liable for damages. Germany, Austria, Switzerland, and Liechtenstein have different national requirements as follows: The concept of a company with limited liability existed in the United Kingdom before it did in German-speaking countries. In 1892, the laws governing

192-533: Is a type of legal entity in German-speaking countries. It is equivalent to a société à responsabilité limitée (Sàrl) in the French-speaking part of Switzerland and to a Società a Garanzia Limitata (Sagl) in the Italian-speaking part. It is an entity broadly equivalent to the private limited company in the United Kingdom and many Commonwealth countries, and the limited liability company (LLC) in

224-555: Is an automatic penalty which is between £150 and £1,500 for a private company. The first accounts of a private company must be delivered: A company may change its accounting reference date by sending Form 225 to the Registrar. Every limited company must file annually a confirmation statement (previously an annual return), as required by section 853A of the Companies Act 2006, which confirms that its information held at Companies House

256-435: Is correct. To help companies meet this filing requirement, Companies House may send a pre-printed "shuttle" form to each company's registered office several weeks before the anniversary of incorporation. The form shows the information that has already been given to Companies House. Companies House may also send an email reminder on the due date (annual review period date). This statement must be filed no later than 14 days after

288-405: Is no longer necessary to obtain a court order to withhold a director's address, as a "service address" can be supplied as well, with the residential address being held as protected information at Companies House. When a limited company is formed it must issue one or more subscriber shares to its initial members. It may increase capitalisation by issue of further shares. The issued share capital of

320-566: Is the major difference between a private limited company and a public limited company. Most companies, particularly small companies, are private. In the United Kingdom , every company must have formally appointed company officers. By statute, a private company must have at least one director and until April 2008 also had to have a secretary . The company's articles of association may require more than one director. At least one director must be an individual , not another company. Anybody can be

352-452: The Republic of Ireland . It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company . "Limited by shares" means that the liability of the shareholders to creditors of the company is limited to the capital originally invested, i.e. the nominal value of the shares and any premium paid in return for the issue of

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384-1144: The Seehas route, which belongs to Bodensee S-Bahn ( Lake Constance S-Bahn). In addition to the Seehas and Basel S-Bahn services, the company began operating the Schaffhausen S-Bahn service between Erzingen and Schaffhausen in 2018, and between Singen (Hohentwiel) and Schaffhausen in 2022. As of the December 2023 timetable change, SBB GmbH operates the following services ( Seehas and S62 also perate for Bodensee S-Bahn ): SBB GmbH owns 20 Stadler FLIRT multiple units and 4 Stadler GTW 2/6 railcars . GmbH Gesellschaft mit beschränkter Haftung ( German: [ɡəˈzɛlʃaft mɪt bəˌʃʁɛŋktɐ ˈhaftʊŋ] ), literally 'company with limited liability' (abbreviated as GmbH [ɡeːʔɛmbeːˈhaː] in Germany , Switzerland and Liechtenstein , and as Ges.m.b.H. in Austria ),

416-560: The Unternehmensregister . In 2008, a derived form called Unternehmergesellschaft (haftungsbeschränkt) (English: "entrepreneurial company (limited liability)"), or in short UG (haftungsbeschränkt) , was introduced. It requires a minimum founding capital of €1 and was introduced to assist company founders in setting up a new company. Also, the UG must enlarge its capital by at least 25% of its annual net profit (with some adjustments), until

448-634: The GmbH were adopted in Germany, and in Austria in 1906. During the 19th century, a legal entity with liability limited to the contributed capital was regarded as something dangerous. Hence, German law has many restrictions unknown to common law systems. Because there is no central company registry in Germany but rather several hundred connected to regional courts, administration of the law can vary somewhat between German states . Since 2007, there has been an internet-based central company register for Germany, called

480-566: The Registrar must be signed by each subscriber in front of a witness who must attest the signature. The articles of association govern the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. Form IN01 states the first directors, the first secretary, and the address of the registered office. Each director must give their name, address, date of birth, and occupation. Each officer appointed, and each subscriber (or their agent), must sign and date

512-400: The Registrar to be struck off the register. Alternatively, the company may be voluntarily liquidated. A private company limited by shares, or an unlimited company with a share capital, may re-register as a public limited company (PLC). A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form 43(3)(e) to

544-501: The United States. The name of the GmbH form emphasizes that the owners ( Gesellschafter , also known as members) of the entity are not personally liable for the company's debts. GmbHs are considered legal persons under German, Swiss and Austrian law. Other variations include mbH (used when the term Gesellschaft is part of the company name itself), and gGmbH ( gemeinnützige GmbH) for non-profit companies. The GmbH has become

576-427: The articles of association. Many of those documents have to be filed with the company registry, where they are checked by special judges or other judicial officers. This can be a tiresome and time-consuming process, as in most cases the transactions are legally valid only when filed with the registry. The founding process is expensive. Normally the foundation of a new GmbH costs about €1000 to €3000. The GmbH law outlines

608-718: The case in Scotland, under the Age of Legal Capacity (Scotland) Act 1991 . No formal qualifications are required to be a company director or secretary, but the company must comply with many laws and regulations, regardless of such qualifications or the lack of them. Certain non-British nationals are restricted as to the work they may undertake in the UK, depending upon their visas, work permits, national insurance payments center location and tax details, training, English language and professional indemnity insurances. As of October 2008 (Companies Act 2006), it

640-431: The company is registered there. To incorporate a company in the UK, the following documents, together with the registration fee, must be sent to the Registrar of Companies: The memorandum of association states the name of the company, the registered office and the company objectives. The objective of a company may simply be stated as being to carry out business as a general commercial company. The memorandum delivered to

672-419: The company is run only by the managing directors ( Geschäftsführer ) who have the unrestricted proxy for the company. The members acting collectively may restrict the powers of the managing directors by giving them binding orders. In most cases, the articles of the association list the business activities for which the directors obtain prior consent from the members. Under German law, a violation of these duties by

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704-435: The company is the total number of shares existing in the company multiplied by the nominal value of each share. A company incorporated in England and Wales can be created with any number of shares of any nominal value, expressed in any currency. For example, there may be 10,000 shares with a nominal value of 1p, or 100 shares of £1 each. In each case the share capital would be £100. Unissued shares can be issued at any time by

736-460: The directors using a Form SH01 - Return of Allotment of Shares ( Companies Act 2006 § 555) subject to prior authorisation by the shareholders. Transfers of shares in a private company usually occur by private agreement between the seller and the buyer, as they may not be offered to the general public. A stock transfer form is required to register the transfer with the company. The articles of association of private companies often place restrictions on

768-586: The due date, and can be filed online using a Companies House service; as of May 2023 the fee for online submission was £13 and the fee for postal submission was £40; from 1 May 2024 these costs were increased to £34 and £62 respectively, the additional income being used by Companies House to fund their enhanced powers of investigation and enforcement undertaken in line with the Economic Crime and Corporate Transparency Act 2023 (ECCTA). A private company limited by shares must also file for every financial year

800-493: The end of the fiscal year in which they were accrued, but are allowed to build capital reserves totaling 10 percent of annual donations or 33 percent of dividends received. Private company limited by shares A private company limited by shares is a class of private limited company incorporated under the laws of England and Wales , Hong Kong , Northern Ireland , Scotland , certain Commonwealth jurisdictions , and

832-678: The form. Applications may also be submitted directly to Companies House and HMRC online via the GOV.UK website for £50. In other jurisdictions, companies must make similar applications to the relevant registrar, such as the Companies Registration Office, Ireland , in the Republic of Ireland , or the Registrar of Companies in India. Private companies that have not traded or otherwise carried on business for at least three months may apply to

864-480: The founding stages", with the meaning of "registration pending"); and finally the fully registered GmbH. Only the registration of the company in the Commercial Register ( Handelsregister ) provides the GmbH with its full legal status. The founding act and the articles of association have to be notarized , as do a number of business transactions, such as transfer of shares, issuing of stock, and amendments to

896-470: The general minimum of €25,000 is reached (at which point the company may change its name to the more prestigious GmbH ). In this case, the word haftungsbeschränkt must not be abbreviated. A gemeinnützige Gesellschaft mit beschränkter Haftung (gGmbH) is a special form of a limited liability company with a charitable purpose. Traditional foundations and gGmbHs in Germany do not have minimum annual giving requirements. They are required to spend any profits by

928-426: The minimum content of the articles of association, but it is quite common to have a wide range of additional rules in the articles. Under German law, the GmbH must have a minimum founding capital of €25,000 (§ 5 I GmbHG), of which €12,500 has to be raised before registering in the commercial register (§ 7 II GmbHG). A supervisory board ( Aufsichtsrat ) is required if the company has more than 500 employees; otherwise,

960-576: The most common corporation form in Germany because the AG ( Aktiengesellschaft ), the other major company form corresponding to a stock corporation, was much more complicated to form and operate until recently. A GmbH is formed in three stages: the founding association, which is regarded as a private partnership with full liability of the founding partners/members; the founded company (often styled as "GmbH i.G.", with "i.G." standing for in Gründung – literally "in

992-405: The shares by the company. A shareholder's personal assets are thus protected in the event of the company's insolvency, but any money invested in the company may be lost. A limited company may be "private" or "public". A private limited company's disclosure requirements are lighter, but its shares may not be offered to the general public and therefore cannot be traded on a public stock exchange. This

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1024-444: The transfer of shares. A company's first accounts must start on the day of incorporation. The first financial year must end on the accounting reference date , or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next accounting reference date or a date up to seven days either side. If a company's accounts are delivered late there

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