Seat (legal entity)

Under German law, the civil-law of the domicile of a legal person in accordance with § 24 BGB at the head office of the association, the community or society. With the seat also of general jurisdiction of the legal entity is established. Under Article 54 TFEU ( freedom of establishment), the seat is determined by the statutes of the legal entity. This requirement is subject to the mandatory 1 BGB German legal person in accordance with § 57 para. The seat can be chosen for the legal person freely in the area of ​​law being established and changed and is colloquially referred to as " headquarters ". Under German law, ie, the seat of the legal entity of the scheme for the purposes of an individual is modeled.

Distinction since MoMiG

Since October 2008, is distinguished by the Act to Modernise the law and to combat abuses ( MoMiG ) for legal persons between the statutes and administrative headquarters. When registered office ( statutory seat) is the resultant of the statute establishing a registered office ( § § 14 and § 36 para 1 AktG and § 7 Limited Liability Companies Act ). The registered office determined according to § 17 ZPO the jurisdiction of the trial court. He must be in accordance with § 5 the Companies Act and Limited Liability Companies Act § 4a domestically. By MoMiG the previous scheme was abolished, according to which the registered office had to be in a place of operation of the company. The administrative headquarters are not regulated by law, but has been developed by case law and literature. He is in substantive law without meaning, but only plays a role in international conflict of laws. The administrative office of a company is that place where the seat of the head office is actually located and where taken and implemented the basic decisions of the management. It is disputed whether the administrative seat and place of management in accordance with § 10 AO are identical. The definition of the administrative headquarters aims to identify the principally affected State in which the center of gravity of the economic activity of a company. This will affect the taxation of the company and to the legal system, which has to submit to the company.

Country of domicile

Under the country of domicile or residence of a contractor means the State on whose territory the counterparty has the economic focus of his economic activity. Here, the economic territory is mostly identical to that of geographic differences there are in offshore areas. For legal entities is not the entry in a register, but rather on the place of effective activity for the assessment of their home country. The home state is of great importance because the legal system of the Home State - and thus also the local tax law - applies if there is no other agreement on choice of law in contracts. For natural persons, as a country in which the place is in a country in which the person is domiciled or ordinarily resident. The home country of the borrower is also a decisive factor when granting loans for the country risk that the creditor has to take into account as well as the credit risk of the borrower.