UG (Mini-GmbH) Formation Services in Germany

Company formation for a UG / Mini - GmbH

We quickly register your UG / Mini GmbH and help you to get a bank account and tax advisory services and accounting.

The way to your mini limited liability company within a few weeks! Use the simplest and most cost-effective way to found a limited liability capital company under German law. We prepare the model protocol for the registration of the company foundation according to your specifications. In our experience, it takes only 2 to 4 weeks from the commission until entry of the limited liability entrepreneurial company in the Companies Register.

UG  / Mini-GmbH: Like a GmbH but with lower share capital from 1 EUR

The limited liability entrepreneurial company (German abbreviation: UG (haftungsbeschränkt)) is a German corporation with a limited liability. 

The only difference to a "normal" GmbH is that the minimum share capital of € 25,000 does not apply in this case. Instead, a limited liability entrepreneurial company can be set up with equity capital of € 1. You can therefore take advantage of the benefits of a normal limited liability company with the minimum founding costs, i.e. the liability limitation of the partners and clear administration costs and company structures. With unproblematic later increase of the equity capital to at least € 25,000, you can change the company suffix to “GmbH” (English: Ltd.).

Our service regarding the UG / Mini-GmbH foundation process

With our online order form you generally provide all information that we need from you in order to prepare the founding documents.

We check the company name

After having your instructions we first check the availability of the required company name by preliminary enquiries to the responsible court of registration and/or responsible chamber of commerce and industry. On request, we also check for conflicting brands, companies and domains.

We prepare the statutes and notarize the company formation

Together with a notary, we then compile the founding documents on the basis of your information provided when commissioning us, which include the foundation certificate, the company articles of association, the list of partners and the Companies Register application. If the company foundation is to be carried out by an authorised representative or trustee, we also prepare the necessary authorisation or trustee contract for you. We agree all the drafts with you, and if necessary explain the contents and consequences of the relevant regulations.

If one of the partners is a foreign company, further documents are required for notarial certification. The Court of Registry requires confirmations that the foreign company and its representatives lawfully exist. Depending on the country of origin, you require officially certified copies, an endorsement and/or a certified translation. We will then tell you which requirements apply for your limited liability company.

The actual company foundation takes place when the foundation certificate of the limited liability company and the articles of association are notarially certified. The company exists from this moment, although only as a limited liability company under foundation (GmbH i.Gr.) until entry in the Companies Register. After certification, the limited liability company under foundation opens a business account, into which the partner or partners pay the capital investment assumed.

The Managing Director of the newly formed limited liability company usually takes part in the certification meeting, and at this point signs the application to the Company Register. If the Managing Director is not present in person, he can also sign the application with another notary, or in a German embassy or consulate. The application to the Companies Register is submitted electronically to the court of registration by the notary as soon as the payment of the capital investment has been confirmed to the notary.

We help you to get a bank account

The company needs a bank account to deposit the share capital. This can be challenging if the share holders are foreigners. We can help you to get a bank account easily. It is also possible to open an account remotely.

We send you the company registration certificate

Finally, the court of registration checks the application to the Companies Register and the foundation documents submitted, and if there are no objections, enters the limited liability company in the Companies Register. The company suffix “under foundation” (i.Gr.) is omitted on entry.

In our experience, it takes only 2 to 4 weeks once we have your instructions until entry in the Companies Register.

Tax advisory services and accounting

After the registration of your company at the Companies Register you will have to register the company at the financial authorities (Finanzamt) and the trade office (Gewerbeamt).

We will refer you to a relaible tax advisory firm for accounting and monthly and annual tax declarations, payroll services, VAT etc..

Here is an example for tax advisory and accounting costs for a small company. Your costs may vary depending on your monthly turnover, the number of monthly transactions and employees. You will receive an individual quote on request.

FAQ regarding the UG / Mini-Gmbh company formation process

a) No presence required for notarization 

It is not required that the shareholder(s) or the managing director(s) are present in Germany for the company formation. We would use notarized powers of attorney for the shareholders then. This PoA can be signed by the shareholders before a notary public abroad. Furthermore, the appointed managing director must sign a declaration. This declaration can also be signed before a notary public abroad.

b) Registered office requirements

The company will need a registered office in Germany. Usually, a virtual office is not sufficient for tax purposes. We can refer you to a provider like www.regus.com. Costs start from 200 EUR per month.

c) Bank account opening

It is generally required that the managing director personally open the bank account. The exact procedure depends on the bank at which the business bank account is opened. In some cases it can be possible to remotely open an account at a bank which has a German branch. We have also a contact to a bank which opens the bank account completely remotely.

d) Residence permit, Visa

A residence permit or address is neither required for the shareholder nor the managing director. If you have questions regarding residence or work permits, please contact the German embassy in your country. We do not advise regarding immigration.

e) Time frame and further process

After we have received your instructions, we will contact you and prepare the formation documents. Depending on how fast the (notarized) documents (PoA from shareholders, managing director’s declaration) are sent back to us we can conduct the company formation within a few business days. Afterwards it may take between two and four weeks to get it registered.

f) Managing Director / Shareholders

At least one managing director and one shareholder must be appointed. Managing director and shareholder can be the same person. Their nationality is not relevant.