Company Formation in Germany GmbH, UG

Register your company in Germany with us.
Simple and fast at fixed prices
Order your company formation in just five minutes. Our certified corporate lawyers will individually advise you regarding the company formation process.

Fast and reliable company formation service from experienced lawyers.

  • Fast service: instant contact with our lawyers for company registration 
  • Flat fees: we offer reasonable flat fees with no hidden costs
  • Experienced lawyers: certified specialist lawyers for company law, with a long record of international company registrations, comprehensive legal advisory services
  • Complementary services through our partners: accounting, payroll-services, tax advisory services, registered offices, secretarial services.

 

Our specialized lawyers will advise you on the company formation of GmbH, UG and other types, restructuring of companies and ongoing support of companies.

The certified lawyers for commercial and corporate law of our law firm are your experienced partner if you want to establish your company. No matter whether GmbH, UG (Mini-GmbH) or partnerships, we advise and support you closely with tax advisors competently and reliably when it comes to German and international corporate law.

 

Branch, UG, GmbH ? Which is right for business in Germany for you?

Branch Registration

If you already have a foreign company you can register it as a branch in Germany. This will not be a separate legal entity but it will be treated and taxed lie a company in Germany. No bank account or managing director required. Completely remote registration possible.

We usually do not recommend this this solution because a company offers more flexibility. 

GmbH Registration

A GmbH is the most common company in Germany. it is renowned and shows professionalism. Share capital starts at 25.000 EUR. Bank account required. Completely remote registration and bank account opening possible.

This is what we usually recommend.

 

UG Registration

The UG is legally the same as a GmbH but has a lower share capital of just 1 EUR. Hence it is always be seen as the cheaper version. Bank account required. Completely remote registration and bank account opening possible.

 

 

Purchse of ready to operate GmbH

If you want to start fast you can purchase a ready-made GmbH. These companies have a bank account with 25.000 EUR deposit and are registered for taxes but they did not conduct any business. Please note that the managing director will have to personally authorize himself for the bank account.

 

In which steps does the formation of a company take place?

In Germany, the formation of a legal entity consists of several steps. If you cooperate with our law firm, the procedure will take about two to four weeks.

We will assist and support you in

  • Verification of the company name at the local Chamber of Commerce and Industry (takes about 1-2 days)
  • preparation of the articles of association (takes about 3-5 days)
  • notarization of the memorandum and articles of association (approx. 1 week after placing the order)
  • opening of a bank account (a few days, can be arranged in parallel with incorporation)
  • registration in the local commercial register (confirmation of registration takes 2-3 weeks)

As soon as the company is established, we help you with the registration in the professional association of the trade concerned, with the registration in the transparency register, with the registration at the local employment office, with the registration of the employees for health and social insurance and finally with the transmission of the corresponding documents to the tax office.

 

 

Which company types exist in Germany?

An important decision when doing business in Germany and opening a company in Germany is selecting the type of business entity. Our lawyer in Germany is here to help you make that choice, based on the available capital, the size of the future business and the business sector in which you wish to enter. The list below highlights the characteristics of five of the most popular types of German companies:

  • The limited liability company GmbH or UG (aka Mini-GmbH): the GmbH is suitable for small or medium businesses and has a capital of 25,000 EUR. A mini-GmbH can also be incorporated and for this business form the capital will be 1 EUR. Due to a higher share capital we often suggest our clients to register a GmbH (instead of an UG) as the GmbH company form is more accepted as a business partner. But it is also possible to increase the share capital (of an UG) to 25.000,00 EUR and change the UG to a GmbH later.
  • The joint-stock company AG: this is suitable to large companies and has a minimum share capital of 50,000 EUR.
  • The civil law partnership, Gesellschaft bürgerlichen Rechts, GbR: This the easiest form if conducting business with one or more partners. It can be established with a non written mutual agreement and has not to be registered in a company register. All partners are fully liably with their private assets.
  • The partnership (Kommanditgesellschaft KG, offene Handelsgesellschaft OHG: the general commercial partnership and the limited commercial partnership are business forms that offer general and/or limited liability to the partners.
  • The branch: this is the registration of the foreign parent company, it is not a separate legal entity.
  • The sole trader: the simplest business form and the one with the highest degree of liability, suited for one-man businesses. This is not a separate legal entity. It just describes the individual as a business person.

 

 

General information about the GmbH or UG / Mini-GmbH company registration process

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.

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.

Bank account

A new bank account must be opened for the company. This can be made after the notarization of the company formation. Generally, it is required that the managing director personally opens the bank account. The exact procedure depends on the bank at which the business bank account is opened. We have also have options to remotely open the bank account.

Share capital

The share capital must be deposited in the newly opened companies bank account. Afterwards the application to register the company in the company register can be filed.

 

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.

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.

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 or residential status is not relevant.

 

VAT, EORI, accounting and tax services

After the initial registration we can help to find an appropriate provider for administrative and accounting services upon request. For example, we have a partner firm who can register the company for general tax and VAT purposes, file tax declarations, manage account and annual financial statements. Costs depend on turnover, monthly transactions and required services like payroll etc..

 

Which documents are required for the establishment of a limited liability company in Germany?

1.   Individuals as shareholders

If individuals shall be shareholder of the company, only a passport copy of each shareholder is required.

2.   Company as shareholder

Having a company as shareholder is a bit more elaborate as if only individuals are involved in the formation process. 

If a foreign company shall be shareholder, we have to provide the German commercial register with an official proof that the foreign company exists and who is allowed to represent it. Basically, it is enough to provide them with an official excerpt of the foreign companies register reflecting all the required information. This excerpt has to be certified and further be legalized or apostilled (depending on the country). 

Examples:

  • UK Limited: a certified Certificate of Good Standing from the Registrar of the Companies House is required (stating that the company is in unbroken existence and who are the directors).
  • Singapore Pte. Ltd.: a certified excerpt from the ACRA is required 
  • Australian Pte. Ltd.: a certified excerpt from the ASIC is required 
  • USA LLC (registered in Delaware): a certified Certificate of Incumbency is required 

However, there are countries where no detailed register extracts are available. In this case, a notary’s confirmation is also sufficient. The notary’s confirmation basically must have the following content:

  • Name and address of the Company,
  • Company No.
  • When the company has been established
  • That the company still exists
  • Who is Director and, if several, the scope of representation

Please note that the notary’s confirmation also needs an apostille/ legalization.

Furthermore, it is required to certifiably translate all documents into German and that all mentioned documents has to be provided in original.

 

Business in Germany - Top reasons and how to start

Top reasons to start a business in Germany are a dynamic economy, a  stable political and economic environment for your ideas, which are protected by the law. Germany is open-minded so that your cultural background will help you attract international customers.

Before you set up a business in Germany, you must complete a number of formalities: you need a work permit, if you are not an EU resident and you need to register for taxes. Most of the businesses do not require a permission or license. You should inform yourself if it is required or ask us, we can guide you.

Furthermore, you should evaluate if it is not better for you to setup a company which prtects you against personal liability, offers some flexibility regarding taxation. Ask us. We will gladly advise you.

 

Liesegang & Partner mbB, Rechtsanwälte