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LLC vs GmbH

A practical comparison of the German GmbH and the US LLC - both give limited liability, but they differ in capital, formation, taxation, and governance, and a German GmbH does not become an LLC when entering the US.

The two are often equated because both shield owners from personal liability, but the differences matter. A GmbH needs €25,000 minimum capital, notarized formation, and a commercial-register entry; a US LLC has no minimum capital, is formed by filing with a US state, and is far more flexible internally.

Taxation differs most: a GmbH is a separately taxed corporation, while an LLC is by default "pass-through" (profits taxed at the owners), though it can elect corporate taxation. A German company expanding to the US does not convert its GmbH into an LLC - it forms a new US LLC (or corporation) as a subsidiary. Which US form fits depends on the tax and investment plan and is worth professional advice.

Related providers: Legal & Notary

See also: GmbH, Inc. / Corporation

Frequently asked questions

Does a GmbH automatically become an LLC in the US?
No. The GmbH stays a German entity; to operate in the US the company forms a separate US LLC or corporation. There is no automatic conversion.
Which is "better," a GmbH or an LLC?
Neither - they belong to different legal systems and serve different roles. The relevant question for a German company is usually which US form (LLC vs corporation) to use for the US subsidiary, which depends on tax and investment goals.