Germany Company Formations

Germany Company Incorporation

 

The most commonly used company type is the Gesellschaft mit beschränkter Haftung (GmbH) the limited liability company, the minimum share capital requirement for a GmbH is €25,000 and the shareholder(s) must pay in at least 50% of the share capital. The company must have a director who is either a national of a European Union country or has a German work permit.

A sub-class of the GmbH is the Unternehmergesellschaft (UG), which is commonly referred to in Germany as the Mini-GmbH. This is a type of GmbH, which starts with less than the €25,000 minimum share capital, and builds up to that amount through capitalising reserves that are earned in the first years of business. As the UG is a new type of structure, and banks will need more convincing to work with a company that is not well capitalised; so you need to ensure that the business is well thought out, and can be profitable very quickly, if you want to start your GmbH as a UG company. 

The formation procedures are identical for all types of GmbH (including a UG).

Company Registration - GmbH Formation

  • Approval of the corporate name with the regional Chamber of Commerce
  • Structuring the company as per your requirements
  • Opening a bank account is part of the company formation process.
  • Statutory minimum share capital of €25,000
  • Court fees - including certified copies
  • Preparing your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • Filing the documents with the Commercial Register - Handelsregistereintragung
  • Notary Public fees - A translator fee is not included. The notary will require you to speak German or provide an official/certified translator so you understand the documents you are signing.
  • A representative power of attorney if required is an additional fee
  • Appoint the Directors
  • Initial Government licence fee payable on incorporation
  • Certificate of Incorporation
  • Publication of the application in the Bundesanzeiger - Federal Gazette
  • Issue of shares and production of Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier

Company Name

First, select a name for your company:

  • Your company name may be in any language
  • Your company name will need to end with GmbH
  • A company name check can be carried out free of charge to see if a required name has already been registered
  • We can reserve your company name for up to ten days
  • Having submitted the name of your company to us, we obtain approval from the Handelsregister
  • Ready made companies are available, once all required documents have been provided; transfer takes around 24 hours

Articles of Association

A GmbH is founded by a written contract documented by a notary and specifying the following mandatory points:

  • The company name
  • The purpose of the company
  • The company's registered office
  • The amount of share capital (Stammkapital).
  • The sum to be paid by each shareholder towards the share capital
  • In the event that a foreign company is a shareholder, its registered office and the names of the members of its board must be recorded

Companies formed by cash subscription that have up to three shareholders and one managing director may use a pre-approved text for their company statutes. Companies formed with these pre-approved statutes must still go to see a notary; however, streamlined processes are in place at the notarial office, the Chambers of Commerce as well as the commercial courts to approve the formation.

Registered Office

Your German company must have a registered office, which must be a physical address in Germany. The registered office is where documents may be legally served on the company and we provide this registered office service in Germany.

Company Directors and Shareholders

  • Directors and Shareholders may be of any nationality
  • The names of directors and shareholders are filed at the companies registry
  • There is no requirement to appoint a Germany resident director
  • The shareholders of the German company can be either corporations or individuals

To start the incorporation of your Germany company we initially only require, the proposed company name, details of the company directors, shareholders and the proposed activities. We provide you with full expert assistance throughout every step of the German company formation process.

Share Capital - Unternehmergesellschaft

Your company can choose to form a UG if it does not wish to raise the whole GmbH capital immediately.

  • The minimum share capital required is €1
  • You are expected to become a GmbH once the required capital €25,000 has been raised
  • You must retain a quarter of your annual profits until you have accumulated the capital of a GmbH

Company Name

In cases where the company has formed as a UG, the suffix 'Unternehmergesellschaft' must be used until the company becomes a full GmbH.

UG Formation Package

  • Approval of the corporate name with the regional Chamber of Commerce
  • Liaise with the local registrar and relevant authorities
  • Structuring the company as per your requirements
  • Share Capital of €100
  • Court fees - including certified copies
  • Preparing your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • Filing the documents with the Commercial Register - Handelsregistereintragung
  • Notary Public fees - A translator fee is not included. The notary will require you to speak German or provide an official translator so you understand the documents you are signing.
  • A representative power of attorney if required is an additional fee
  • Appoint the Directors
  • Initial Government licence fee payable on incorporation
  • Certificate of Incorporation
  • Publication of the application in the Bundesanzeiger - Federal Gazette
  • Issue of shares and production of Share Certificates
  • Delivery of documents by FedEx / DHL courier

Germany Company Formations

We can incorporate your German company, according to your specifications, please complete our enquiry form below:

Ask System Day
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Or contact us by telephone on +44 1372 750809
Ask System Day
only required if you wish us to call you back
Germany fees to Incorporate
  • Time - 1-2 weeks to incorporate your German company
  • Company Formation - £2380
  • Registered Office Fee - £900
Germany Advantages
  • Directors - only 1 director of any nationality is necessary for your company
  • Shareholders - only 1 shareholder is required
  • Share Capital - the share capital requirement for a GmbH is €25,000
  • Tax - corporate tax can be low for companies engaged in international business
  • Support - using our 20 years experience we guide you throughout every step of the company formation process