Founding a GmbH in Germany

Suppose you are a foreign investor and want to open a German company for more significant business. In that case, a full German limited liability company, or with its German acronym “GmbH”, will be your best choice. On the other hand, a “Gesellschaft mit beschränkter Haftung” offers a simple structure typically designed for private companies.

What are the requirements for a GmbH?

There are not many requirements for opening a GmbH:

• minimum share capital for a GmbH is € 25,000, whereas only half has to be contributed at first,
• minimum number of shareholders is one,
• minimum number of directors is one,
• shareholder and director may be identical,
• a physical address is required,
  which can be realized with a virtual office,
• the legal description of the line of business,
• the notarization of the articles of association,
• the application of registering the company with the commercial registry via the notary,
• shareholder (or his special representative, based on a notarized power of attorney) has to sign a deed on the incorporation, and the appointment of one or several director(s) before a German notary (in the event of their absence, you need a remote founding),
• then the new director(s) has/have to open a bank account
• afterwards the company has to fund this bank account with at least € 12,500 (= half of the company stock capital),
• upon proof of capitalizing your company, the notary will apply to register your company with the commercial registry.

Where does the company have to be registered after opening?

After the incorporation, the company has to be registered with

• Transparency Registry
• Tax office
  and
• the trade office.

as a minimum. Depending on your company’s line of business, you might need a permit. In seldom cases, you need the permission first before you may have the company registered.

What is your basic setup for registering a GmbH?

Our basic offer for setting up your company instantly:

• testing the legitimacy of your selected company name,
• fine-tuning and testing the legitimacy of the line of business for the articles of association,
• drafting the bilingual company formation documents, which you will be requested to approve before the notary,
• organizing the notary appointment in your vicinity, exception: remote founding,
• Registration with Transparency Registry.
• introducing your company to one relevant bank.

We don't offer "packages" because each case is different and such is often disadvantages for you.

When the company exists, with which authorities does the company have to be registered?

After the incorporation, the company has to be registered with

• the tax office (incl. VAT ID),
  and
• the trade office

as a minimum. Depending on your company's line of business, you might need a permit. In rare cases, you need permission first before you may have the company registered. We will keep an eye on this detail and inform you that your company requires permission before it's too late. You can learn about which person plays which role in incorporation matters by clicking this sentence.

Do you need live support during the registration process?

Do you think the form is too complicated, or do you want a healthy mix of “do it yourself” and professional support? We can accommodate your request! So make your appointment for your live support right here. It makes a lot of sense when you are setting up and will have parallel law issues as well.

Are you in a hurry?

If you are in a hurry, we recommend that you purchase a shelf company from our partner. We have detailed the difference here. For regular incorporation, it can take about 2.5 - 3 months to receive your VAT ID. Taking out a readymade, will let you have your VAT ID in around half the time. You can start selling your goods or services in Germany and outside Europe right after the notary visit! The company also has an account, which can also be taken over if a European is in the management of this company. We can then make an appointment with the notary within about a week.
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Will you be supplying the articles of association and memorandum?

Yes! This belongs to the basic services we provide! 

That's cool that you will supply the articles. In far can I change the articles of association for a standard setup?

I regret having to inform you that you are not "allowed" to change them because if you do, then you will instantly have a standard founding and lose the statutory fee privilege. This is as clear as an "amen" in church or "Allah, ekbar" in a mosque.
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Aah. Okay. Can we adapt the articles of association for an individual setup?

Generally, you can determine any kind of setup in your articles — as long it is legal. Our standard offer provides a fair setup for all shareholders and directors which is also easy to implement in daily life. If you want to change anything, please negotiate this when you receive the draft from us! A minor detail triggering no further work will be free of cost; the more changes you need, the more I will have to ask for. Let us negotiate this after you have received your draft.
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What are your fees?

Our fees are always ex VAT. The fee structure relates to a DIY approach. If you do not want or cannot order your company yourself, we also supply live support.

If you still have questions, please visit our FAQs on incorporation by clicking this sentence.