§ 2 Services to Be Provided by the Contractor
In particular, the Contractor shall perform the following consultancy services:
I. General Questions on Limited Companies
What is a Limited company (Ltd.)?
Is a Limited company legally recognised in Germany?
Who is a limited company suitable for?
What are the advantages of doing business as a Limited company?
How many people do I need in order to form a Limited company?
What roles do the Director, Company Secretary, and Shareholder play?
What is a trustee?
II. Forming a Limited Company
How much money do I need to form a Limited company?
Are there any restrictions on the name I can choose for my Limited company?
What documents do I need to form a limited company?
What is included in the articles of association?
Where do the documents for forming the Limited company have to be submitted?
Is it also possible to form a Limited company over the Internet?
How long does it take to register a Limited company and what does registration cost?
Are there any alternatives to forming a Limited company?
How can I get help in forming a Limited company?
III. Registering the Limited Company in Germany
What are the formal requirements that must be observed in Germany?
How do I go about registering the Limited company with the German tax authorities?
How do I get the Limited company entered in the commercial register?
What is a Certificate of Good Standing?
What is an apostille?
When is a trade notification (Gewerbeanzeige) required?
When do I need to notify the Chamber Of Commerce and Industry or the Chamber of Trade and Crafts?
What other notifications must be provided to the German authorities?
IV. Key Questions on Forming and Registering a Limited Company
Once the company has been formed, what happens next?
What changes to a Limited Company must be reported to Companies House?
What are the key issues to bear in mind if I am the sole shareholder and director?
What should the Limited company's business papers look like?
Can the Limited company sue or be sued in Germany?
How is the Limited company taxed?
How are financial statements, accounting and disclosure conducted?
How can I part with the Limited company if I no longer need it?
What happens if the Limited company is put into insolvency?
§ 3 Remuneration
The Contractor shall receive remuneration for its work amounting to
190.00 (in words: one hundred and ninety euros). The remuneration shall be paid prior to commencement of the consultancy service. A corresponding invoice is enclosed with the Agreement in the appendix. Extraordinary consultancy services, in particular the elaboration of tax declarations, the preparation of comprehensive reports or administration of a bankrupt's estate, shall be separately remunerated on the basis of a prior agreement reached between the parties to this Agreement.
§ 4 Term of the Agreement
The contractual relationship shall commence from the point at which payment is confirmed. The contractual relationship shall come to an end once the Client has obtained all the required information, the decision to form an English Limited company has been taken, a different business model has been adopted, such as the forming of an offshore company, or interest in the matter has simply dried up. No explicit notice needs to be given. This does not affect the right both parties may have to terminate the Agreement prematurely, where applicable without giving notice.
§ 5 Client's Duty to Cooperate
The Client is responsible for ensuring that the Contractor receives all documentation required to execute its work in good time. The Client shall also ensure that the Contractor receives all necessary information and that the Contractor is kept informed of all events and circumstances. This also applies to documentation, events and circumstances that come to light while the Contractor is in the course of performing its work. At the Contractor's request, the Client shall provide written confirmation of the accuracy and completeness of the documentation submitted by the Client, and of any information provided and oral declarations made by the Client.
§ 6 Obligation of Secrecy, Data Protection
The Contractor hereby promises to keep secret all information that becomes known to the Contractor in connection with the Contractor's work for the Client, regardless as to whether this information pertains to the Client itself or the Client's business relations/dealings, unless the Client releases the Contractor from this obligation of secrecy. In the event of express prior written approval, the Contractor is authorised to process or cause to be processed personal data entrusted to the Contractor within the scope of its work. Should the services of a third party be employed, then the Contractor shall ensure that said third party agrees to uphold the obligation of secrecy.
§ 7 Safekeeping and Return of Documents
The Contractor hereby promises to ensure that all business documentation and operating data provided to the Contractor is kept in a safe place, and, in particular, to ensure that it cannot be perused by third parties. The documents made available to the Contractor shall be returned to the other party on request during the term of the Agreement. Once the Agreement comes to an end, the documents shall be returned immediately without a specific request being necessary.
§ 8 Final Provisions
Amendments and additions to this Agreement shall only take effect if they are made in writing. There are no orally agreed supplements to this Agreement. Should individual provisions of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties to the Agreement shall replace the invalid provision by an alternative provision, which, by permissible means, comes as close as possible to the economic intent of the provision that it replaces. The place of jurisdiction shall be the United Kingdom.
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| Whitherspoon, Seymour & Robinson |
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| Whitherspoon, Seymour & Robinson Corp. |
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| Division United Kingdom |
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| United Kingdom |
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