Establishing a company in Germany is much more than a formal act—it defines the legal basis for the company’s future business activities. Even before notarization, numerous decisions must be made that can have far-reaching consequences for liability, capital structure, and taxation. Key questions include: Which German legal form is suitable for the business model? How must capital contributions be made and documented? Which documents are required for registration in the German Commercial Register?
The relevant legal framework—including Sections 7 and 13 GmbHG, Sections 12 et seq. HGB, and the German Notarization Act (BeurkG)—establishes binding standards for the formation process and its formal requirements. Compliance with these rules is important not only for the validity of the articles of association but also for recognition of the company as a legal entity.
The requirements governing notarization itself are particularly important. Under the BeurkG, the notary has comprehensive duties to provide information and conduct checks, particularly regarding verification of identity and ensuring that copies of notarized documents correspond to the originals under Section 21 (1) BeurkG. These requirements ensure the legal validity of the formation process.
Following notarization, the application for registration in the German Commercial Register is submitted electronically by the notary under Section 12 HGB. The registry court reviews both the formal and substantive requirements to ensure legally valid registration. Delays caused by missing documents or formal errors can often be avoided through careful preparation.
The contribution of share capital, whether in cash or in kind, must be properly documented under Section 7 GmbHG. In the case of contributions in kind, valuation and documentation requirements must also be observed. Proper documentation helps ensure that the company has the required capital and reduces potential liability risks later.
The subsequent tax registration of the company with the German tax office completes another important part of the formation process. This includes submitting the tax registration questionnaire and, where applicable, applying for a VAT identification number. The company is generally subject to corporate income tax and trade tax in Germany.
For those who prefer not to coordinate the notary appointment, incorporation documents, and subsequent steps individually, the process can now be prepared largely digitally. begladigt.de streamlines the preparation for establishing GmbH and UG companies: incorporation details are captured digitally, necessary documents are prepared, and the notarization process is coordinated. According to current service specifications, a notary appointment can be arranged within seven business days. The legally required notarization is subsequently carried out by an independent, authorized notary.
The Most Important Points in 30 Seconds
- GmbHs and UGs in Germany require notarial formation. The articles of association are notarized, and the Commercial Register application is subsequently transmitted electronically to the registry court through the notary.
- The minimum share capital of a German GmbH is €25,000. In a standard cash formation, at least €12,500 must generally be paid in before registration, while at least one quarter of the nominal value of each share must also have been contributed.
- A UG can have significantly lower share capital, but the agreed share capital must be paid in full before registration. Contributions in kind are not permitted when establishing a UG.
- Registration in the German Commercial Register is not the only step. A business bank account and payment of the share capital are also required, followed by business registration, tax registration, and the Transparency Register.
- There is no uniform formation timeframe throughout Germany. Preparation, availability of a notary appointment, opening the bank account, providing the capital, and processing by the competent registry court all influence the actual duration.
- beglaubigt.de enables the digital preparation of GmbH and UG incorporations. Incorporation details and documents are prepared in a structured manner, and—according to the current service specifications—a notary appointment can be arranged within seven business days. The notarial services are performed by an independent, authorized notary.
- Depending on requirements, beglaubigt.de also allows for the inclusion of a business address, official registrations, and Transparency Register filings in the incorporation process.
1. Preparation and Planning for Company Formation in Germany
What Is Involved in Preparing the Formation Formalities from the Notary to the Registry Court?
Even before the actual incorporation takes place, selecting the appropriate legal form is crucial for determining the company's structure, the scope of liability, and capital requirements. Options include, in particular, the GmbH (Section 1 GmbHG), the UG (haftungsbeschränkt), the AG (Section 2 AktG), or partnerships such as the GbR (Section 105 HGB). Each of these forms is subject to different formal requirements, disclosure obligations, and capital stipulations.
In the case of a GmbH, for instance, a minimum share capital of €25,000 is required (Section 5 (1) GmbHG), of which at least €12,500 must be paid in prior to registration in the commercial register (Section 7 (2) GmbHG). The UG, by contrast, allows for incorporation with as little as one euro but necessitates the accumulation of reserves to build up capital over time.
You can find more details about setting up a UG online—including prerequisites and a step-by-step guide—in our comprehensive article.
Involvement of a notary is not only a legal requirement but also serves to prevent formal errors in Germany. The notary verifies formal consistency but does not review the economic substance or strategic structuring; these matters fall within the scope of legal or tax advice—particularly in the case of complex equity or holding structures.
The Aktiengesellschaft (AG) entails specific requirements: additional steps such as the appointment of a supervisory board, a review of the articles of association by the commercial register court, and a formal incorporation review by the notary are mandatory. In contrast, the Gesellschaft bürgerlichen Rechts (GbR) is less formal but ineligible for commercial registration and entails joint and several liability extending to the partners' personal assets.
Errors at this stage frequently result in rejection by the commercial register court. Vague details regarding management, contradictory capital provisions, or imprecise descriptions of the corporate purpose are common grounds for refusal (Sections 9c and 11 of the GmbH Act). For cross-border shareholdings, it is advisable to use specialized providers such as beglaubigt.de to prepare certified translations of the articles of association, the deed of incorporation, or the commercial register extract.
What role does the choice of legal form play in the incorporation formalities, ranging from the notary to the registry court?
The chosen legal form shapes every step of the incorporation process, particularly regarding capital structure, liability, and formal requirements involving the notary and the commercial register. A comparison between the standard GmbH and the Unternehmergesellschaft (haftungsbeschränkt)—or UG for short—illustrates these differences.
While the classic GmbH requires a minimum share capital of 25,000 euros (Section 5(1) of the GmbH Act), Section 5a of the GmbH Act allows a UG to be formed with as little as one euro. However, this capital flexibility comes with certain restrictions: the UG is subject to a statutory reserve requirement that leads to gradual capital accumulation and limits the scope for profit distributions.
Anyone deciding between these two legal forms should look beyond just the minimum capital requirements. For a standard cash-based incorporation of a GmbH, an initial payment of 12,500 euros is permissible provided statutory conditions are met; in contrast, the agreed share capital of a UG must be paid in full prior to registration. We explain the complete process in: „GmbH gründen: Ablauf, Kosten und Dauer 2026“ and „UG gründen: Schritt-für-Schritt-Anleitung 2026“.
The choice of legal form is also crucial regarding liability and external perception. Both options offer limited liability—restricted to the company’s assets (Section 13 (2) GmbHG)—yet the UG is often viewed with greater caution in the marketplace, particularly concerning financing and supplier relationships.
Regarding incorporation formalities, both forms require notarization (Section 2 GmbHG) and registration with the commercial register (Section 7 GmbHG). However, the process of establishing a UG is often less standardized and more prone to inquiries from the registry court, especially if the share capital is minimal or the provisions in the articles of association are vaguely worded. The registry court verifies whether the capital contribution, the appointment of managing directors, and the company’s business purpose comply with the requirements of Section 9c GmbHG.
Furthermore, in cases involving international shareholders or multilingual articles of association, the choice of legal form can impact requirements for certified translations and international recognition.
Preparing for Incorporation and the Notary Appointment with beglaubigt.de
If you have already decided to incorporate a GmbH or UG, you can streamline the preparation of the notarization process using beglaubigt.de. Details such as the company name, business purpose, shareholders, shares, managing directors, share capital, registered office, and business address are systematically recorded and prepared for the incorporation documents.
According to current service specifications, beglaubigt.de can arrange a notary appointment within seven business days in Germany. Depending on the chosen incorporation package, additional steps—such as trade registration, tax registration, and transparency register filing—can also be integrated into the process. The notarization itself is carried out by an independent, authorized notary, while the competent registry court subsequently decides on the registration.
At what stage of the incorporation formalities—from the notary to the registry court—is notarization required?
Notarization is a mandatory requirement for the valid incorporation of a GmbH (limited liability company) or an AG (stock corporation). Section 2(1) of the GmbH Act (GmbHG) requires the articles of association of a GmbH to be notarized, just as Section 23(1) of the Stock Corporation Act (AktG) requires notarization for the articles of association of an AG. Without this notarized form, the incorporation is legally non-existent.
Notarization covers not only the articles of association themselves but also the formal record of the appointment of managing directors, the declaration regarding capital contribution, the list of shareholders, and frequently the application for registration in the commercial register. Pursuant to Section 8(1) GmbHG, the latter must also be submitted in a notarially certified form. In the case of electronic submission, this is handled via the special electronic lawyer mailbox (beA) or the notary's secure transmission channel.
Fees for incorporation by a notary are governed by the Court and Notary Costs Act (GNotKG) and depend primarily on the share capital. For a GmbH with a share capital of 25,000 euros, the total costs for notarization, certifications, and commercial register registration typically range from around 400 to 800 euros. Additional costs arise from drafting services, legal advice, attachments, or international shareholding structures—for instance, if translations are required.
Particularly in the case of multilingual articles of association or the involvement of foreign shareholders, it is advisable to arrange for certified translations at an early stage. Platforms such as beglaubigt.de facilitate the legally compliant and timely translation of articles of association or incorporation documents—whether electronically signed or in hard copy—that are recognized during the registration process. For anyone requiring certified translations when establishing or managing a GmbH, we offer a detailed overview in our article. GmbH Translation: When You Really Need a Certified Translation.
2. The Notary Process – Legal Steps and Documents
Which documents are required for the notary appointment as part of the company formation process in Germany?
Even before the actual notary appointment, founders should ensure that all relevant documents are complete and in the correct format. Notarization under Section 2 (1) GmbHG requires the draft articles of association – including individual clauses on management, capital structure and representation arrangements – to be available in the original or digitally signed form.
In addition, the following documents must be brought to the appointment:
- a valid identity card or passport for all persons appearing,
- the shareholder resolutions relating to the formation, unless adopted unanimously at the meeting,
- proof of cash contributions already made or a formation report for contributions in kind in the case of non-cash contributions.
The application to the German Commercial Register is submitted electronically by the notary in accordance with Section 12 HGB. The submission must be made via the special electronic lawyer mailbox (beA) or a comparable qualified transmission procedure.
Additional review requirements apply to formations involving contributions in kind. The formation report required under Section 5 (4) GmbHG must be submitted together with evidence of the value of the assets – ideally including a balance sheet, market-value appraisal or valuation memorandum.
Where international shareholders are involved, certified translations of register extracts or shareholder documents may be required. In these cases, beglaubigt.de provides a digital option for preparing legally compliant foreign-language formation documents – particularly for German registry courts or banks requiring documentary evidence.
A properly structured company formation process is not only a prerequisite for registration in Germany but also provides the foundation for subsequent capital measures, liability arrangements and tax recognition. Careful preparation for the notary appointment helps prevent questions, delays and unnecessary costs later in the process.
You can find out which documents you actually need for your notary appointment in this concise overview.
How does notarization work during the company formation process from the notary to the Commercial Register?
The notarization process begins with the preparation and reading aloud of the complete articles of association. The notary checks whether all shareholders are present or properly represented, identifies the parties using valid identification documents and establishes their legal capacity.
A key aspect is reviewing the articles of association for formal and substantive errors – more details can be found in the article: GmbH Articles of Association: Content, Form and Common Mistakes When Drafting
This is followed by the legally binding notarization of the formation in accordance with Section 2 (1) GmbHG or Section 23 AktG. The notary also notarizes the shareholder list, any ancillary agreements and provisions relating to contributions in kind, and handles the electronic application to the Commercial Register under Section 12 HGB.
Under Section 21 (1) BeurkG, notaries are required to ensure that copies of notarized documents can be verified as corresponding to the original. This applies in particular to compliance with formal requirements for register applications, formation documents and proof of identity.
79% of all company formations in Germany take the legal form of a GmbH – and are therefore subject to notarization requirements. (Source: German Federal Statistical Office, Business Register 2023)
The duration and complexity of the notarization procedure depend largely on the completeness of the documents, the chosen legal form and whether the articles of association meet the requirements for registration. Specialized digital services such as beglaubigt.de can provide support, particularly where international shareholders or foreign-language documents are involved, helping to meet the requirements efficiently and in a legally compliant manner.
How much does notarization cost as part of the company formation process in Germany?
The cost of notarization is determined by the fee schedules under the German Court and Notary Costs Act (Gerichts- und Notarkostengesetz – GNotKG) and depends primarily on the company’s share capital.
Additional services such as certifications, individually drafted agreements or advisory services also affect the total cost.
Fees for registration in the Commercial Register are also part of the overall costs and should be taken into account when budgeting.
Current figures illustrate the financial scale:
The average formation costs for a GmbH in Germany are between €4,000 and €5,000, including notary costs and Commercial Register fees. Notary fees for forming a GmbH start at around €350 when using the standard formation protocol (Musterprotokoll) and at approximately €750 for individually drafted articles of association; the Commercial Register fee is approximately €200.
For a typical GmbH with share capital of €25,000, the total costs are therefore between €4,000 and €5,000.
Notary costs vary depending on the complexity of the articles of association, while Commercial Register fees are relatively stable.
These figures illustrate that notarization and registration account for a significant proportion of company formation costs.
Early cost planning is therefore advisable.
Founders who do not want to coordinate document preparation, the notary and subsequent registrations themselves can use a company formation service. At beglaubigt.de, digital preparation for forming a GmbH or UG currently starts at €249 plus VAT. Depending on the package, business registration, tax registration including a VAT identification number, and Transparency Register registration may also be included. Statutory notary and register fees are charged separately. A detailed cost breakdown can be found in “How Much Does It Really Cost to Form a GmbH?”
3. Commercial Register Entry – Interaction with the Registry Court
How is the application to the Commercial Register made during the company formation process in Germany?
The company’s application to the Commercial Register is submitted electronically by the notary in accordance with Section 12 HGB. The notary digitally transmits all required documents to the competent registry court, making the process efficient and legally compliant.
The required attachments include, in particular, the articles of association, the shareholder list and, where applicable, any approvals required for registration.
Registration obligations are governed by Section 8 GmbHG and Section 106 HGB. The application must therefore contain all relevant information required for the registry court to register the company and for the formation to become legally effective.
The registry court reviews the documents for completeness and legality. The GmbH only becomes a legal entity once it has been entered in the Commercial Register.
A detailed guide to registration can be found here: Commercial Register Entry – How to Register Your Company Correctly.
What role does the registry court play in the company formation process in Germany?
During the formation process, the registry court examines the formal and substantive requirements of the application. It checks whether all required documents have been submitted completely and in compliance with the law and whether the statutory requirements under the GmbHG and HGB have been satisfied.
Following a successful review, the company is entered in the Commercial Register, through which the GmbH acquires legal capacity and becomes effective in relation to third parties.
The procedure is subject to deadlines and service requirements under Section 9c HGB governing communication between the court and the parties involved.
If information is incomplete or unclear, the registry court may raise questions and request corrections before completing registration.
Registration also creates a publicity effect under Section 15 HGB, making information in the Commercial Register accessible and legally relevant to third parties. This promotes legal certainty and transparency in business transactions.
Through its review and registration functions, the registry court is therefore a central institution in the German company formation process, ensuring that the GmbH is established correctly from both a formal and substantive perspective.
What are typical reasons for questions or rejection during the company formation process?
Questions and rejections by the registry court frequently result from formal errors in the articles of association, such as incomplete or contradictory clauses that do not meet the requirements of the GmbHG.
Incomplete information about management is another common issue, particularly where names, powers of representation or places of residence are missing or not clearly defined.
Another major reason for objections is problematic company names, which under Section 18 HGB must be sufficiently distinctive and must not be misleading. Names that could be confused with existing registered companies or consist of descriptive terms without an appropriate distinguishing element may be rejected or require amendment.
The registry court also requires all necessary documents to be submitted completely and correctly. Missing evidence, such as shareholder lists or payment confirmations, can therefore also result in delays.
Careful compliance with the statutory requirements and clear documentation can prevent most questions.
The mistakes relating to the company name, corporate purpose, share capital, business address and formation documents that most frequently result in additional costs or delays are explained in detail in “Mistakes When Forming a GmbH: These 12 Mistakes Cost Time and Money”. For UG founders, we have also summarized common registration-related problems in “UG Formation Rejected or Delayed: The Most Common Reasons at the Commercial Register”.
4. Financial and Tax Aspects After Registration
What tax obligations arise after completing the company formation process in Germany?
After the company has been entered in the Commercial Register, registration with the German tax office (Finanzamt) by completing the tax registration questionnaire is essential. This forms the basis for the company’s tax identification and the allocation of a tax number.
A VAT identification number must also be applied for if the company carries out activities subject to VAT.
The company is subject to corporate income tax under Section 23 KStG as well as trade tax, although an exemption under Section 9 No. 1 GewStG may apply to asset-managing activities under certain circumstances.
Under Section 138 AO, all formation documents and supporting records must be retained and presented during tax audits where required.
In 2024, approximately 120,900 businesses were established in Germany – an increase of 2.1% compared with 2023, meaning there were more business formations than closures. (German Federal Statistical Office, press release dated February 21, 2025)
This statistic illustrates the continuing trend toward company formation in Germany and highlights the importance of tax obligations following formation. Particularly in this dynamic environment, correct registration and complete documentation are essential for preventing tax risks.
For legally compliant fulfillment of tax requirements and secure management of certified documents, specialized platforms such as beglaubigt.de provide digital certification and translation services.
How should share capital be handled during the company formation process?
Before the company is entered in the Commercial Register, proof of payment of the share capital is required (Section 7 (2) GmbHG). For a GmbH, at least half of the minimum share capital of €25,000 must be paid in to enable registration.
The contribution can be made either as a cash contribution or as a contribution in kind. Contributions in kind require careful valuation in accordance with the principles of IDW S1 and Section 5 (4) GmbHG to prevent overvaluation and subsequent liability risks.
For the registry court, bank confirmation in particular can serve as evidence that the cash contribution has been paid. This confirmation forms part of the required documentation for registration with the Commercial Register.
The minimum share capital for a GmbH is €25,000, at least half of which must be paid before registration (Section 7 (2) GmbHG). (Statutory text of Section 7 GmbHG)
This requirement is intended to ensure that the company starts with an appropriate capital base and provides creditors with a minimum level of security. A UG (haftungsbeschränkt) can have lower share capital, although strict requirements regarding proof of payment also apply.
beglaubigt.de can be used for legally compliant documentation of contributions and to support the digital company formation process.
What should be considered when opening a business bank account after company formation?
Various documents are required when opening a business account to demonstrate the company’s status following formation. These generally include the Commercial Register application, the articles of association and the shareholder list. These documents serve as evidence of the legally effective formation and the persons authorized to represent the company.
Another important aspect is the receipt of the share capital in the business account. Banks often require evidence that the share capital has been fully paid before all account functions are made available without restrictions. This requirement is closely connected with the obligations under Section 7 GmbHG.
There are practical differences between banks when opening an account in Germany. While some institutions offer standardized online procedures, others prefer personal consultations involving extensive document checks. Requirements relating to credit checks and verification of management also vary.
5. Special Cases, Case Law and Practical Guidance
What applies to formations involving contributions in kind?
In a formation involving contributions in kind, assets or other property are contributed to the company. The legal basis can be found in Section 5 (4) GmbHG and Section 27 AktG, which require precise valuation and documentation of the contributed assets.
A formation report for contributions in kind is required to establish the value of the contributed assets in detail. This document is particularly important to the registry court and is subject to its review.
The registry court checks the completeness and accuracy of the documents as well as the appropriateness of the valuation in order to prevent overvaluation of contributions in kind and thereby protect creditors.
An important example is the decision of the German Federal Court of Justice (Bundesgerichtshof) dated July 12, 2004 – II ZB 39/03 – which confirms the strict requirements concerning the value of contributions and the registry court’s duty of review.
These precise requirements help ensure legally compliant formation and prevent abuse when assets are contributed. For cross-border formations involving contributions in kind, specialized services such as beglaubigt.de can support a transparent and professional process.
What timeframes apply during the company formation process from the notary to the Commercial Register?
There is no statutory deadline for the notary appointment itself, providing flexibility when planning the process.
However, requirements relating to payment of the share capital and registration with the Commercial Register must be observed to prevent delays.
There is no uniform nationwide processing time for completing a Commercial Register registration in Germany. Key factors include preparation of the documents, availability of the notary appointment, opening the bank account, payment of share capital and the processing time of the competent registry court. In fully prepared standard cases, registration can take place comparatively quickly; however, questions or objections can significantly extend the process.
According to its current service description, beglaubigt.de can organize a notary appointment within 7 working days. This expressly refers to the notary appointment and does not constitute a guarantee that Commercial Register registration will be completed within seven days.
Delays frequently arise because of missing or incorrect documents, which can result in questions or requests for amendments.
The registry court is required to review the application in accordance with Section 9c HGB and issue the relevant notifications where information is incomplete. Compliance with the payment requirements under Section 7 (2) GmbHG may also affect the registration date.
For complex circumstances or cross-border formations, careful preparation is advisable. Services such as beglaubigt.de can provide support with meeting deadlines and formal requirements.
At the same time, you should arrange a business bank account at an early stage. We have summarized the documents you need here: Opening a Business Account – The Documents You Really Need as a Founder.
How do the formation formalities differ between a GmbH, UG and AG in Germany?
The Unternehmergesellschaft (UG) uses the simplified standard formation protocol under Section 2 (1a) GmbHG, which simplifies the formation process, particularly for small start-ups, and reduces administrative effort.
The minimum share capital for a UG is only €1, meaning the capital requirement is significantly lower than for a conventional GmbH.
An Aktiengesellschaft (AG), by contrast, requires additional formation formalities, such as preparing a formation report and carrying out a formation audit under Sections 32 et seq. AktG, making the process more complex and formal.
These differences have a significant impact on the duration and administrative effort involved in company formation in Germany.
For cross-border or more complex situations, beglaubigt.de can provide digital support for legally compliant and timely documentation.
Conclusion
What can ultimately be said about the company formation process from the notary to the Commercial Register?
Forming a company in Germany involves several clearly defined stages, beginning with careful planning and continuing through notarization, registration in the Commercial Register and tax registration with the German tax office.
Each phase is governed by specific statutory provisions, such as Sections 2 and 7 GmbHG and Sections 12 and 15 HGB, and requires precise implementation of the formalities to ensure legal certainty throughout the formation process.
Compliance with formal requirements is essential to prevent delays or questions from registry courts and to ensure that business operations can begin on a legally secure basis.
The following aspects are particularly important:
- Planning: Preparing legally compliant articles of association and determining the capital structure
- Notarization: Mandatory reading, identity verification and documentation in accordance with the BeurkG
- Commercial Register entry: Electronic application by the notary with complete documentation under Section 12 HGB
- Tax registration: Registration with the German tax office, including the tax registration questionnaire and allocation of a VAT identification number
A structured and legally compliant approach minimizes risks and helps ensure a smooth formation process.
Advice from qualified professionals, such as tax advisers, notaries or specialized company formation services, provides additional security and can help address individual circumstances.
The use of modern platforms such as beglaubigt.de increasingly supports digital processes and makes it easier to comply with statutory requirements during company formation.
Summary of the Key Points
Company Formation Formalities in Germany: How to Manage Every Step from the Notary to the Registry Court
Choosing the right legal form and correctly completing the formation formalities are crucial to the success of any company formation. A legally sound structure helps minimize liability risks and make appropriate use of tax advantages. Anyone seeking to establish a company professionally and sustainably should pay particular attention to the following points:
Detailed guidance on how to check your company name in accordance with the requirements of the IHK and the Commercial Register can be found in our dedicated article on checking company names.
- Clearly define the corporate purpose and economic direction so that the articles of association and business profile comply precisely with the applicable requirements (Sections 2, 3 GmbHG; Section 9 GewStG).
- Choose an appropriate company structure taking into account capital resources, shareholder structure and management (Sections 5, 13 GmbHG; Section 8b KStG).
- Ensure complete and documented evidence of share capital contributions, particularly for cash contributions, contributions in kind and transfers of assets (Sections 5 (4), 7 (2) GmbHG; Section 1 GrEStG).
- Take care to avoid hidden profit distributions, for example through arm’s-length agreements or appropriate managing director remuneration (Section 8 (3) KStG).
- Protect the liability structure through proper management (Section 43 GmbHG), clear responsibilities and, where appropriate, supplementary insurance against internal and external liability.
- Use tax structuring opportunities – such as profit retention, partial exemptions (Section 8b KStG) or tax-neutral contributions (UmwStG) – only within the framework of a documented economic purpose and in compliance with Section 42 AO.
- Prepare the company for tax audits by documenting all business transactions, agreements and corporate-law matters completely and transparently.
- For cross-border structures, certified and multilingual translations of agreements, register extracts and powers of attorney are essential to ensure recognition by banks and authorities.
A solid and legally compliant formation process not only secures the company’s formal existence but also lays the foundation for sustainable business stability, tax efficiency and clear limitations of liability.
FAQ: Company Formation Formalities from the Notary to the Commercial Register
What steps are involved in forming a GmbH in Germany?
The main steps include determining the company name, corporate purpose, shareholders and management; preparing and notarizing the articles of association; opening a business bank account; paying the share capital; and applying for registration in the Commercial Register. This is followed in particular by business registration, tax registration and the company’s other statutory obligations.
How much share capital does a GmbH require?
The statutory minimum share capital is €25,000. In a standard cash formation, at least €12,500 can generally be paid before registration, provided that the statutory minimum payments on the individual shares have also been made. The remaining contribution remains payable.
How much share capital does a UG require?
A UG can be formed with share capital below €25,000. However, the agreed capital must be paid in full before the application to the Commercial Register is submitted; contributions in kind are not permitted when forming a UG.
Do you need a notary to form a GmbH or UG in Germany?
Yes. Notarial involvement is a statutory part of the formation process for both a GmbH and a UG. Using the standard formation protocol (Musterprotokoll) does not eliminate the notarization requirement.
How long does it take to form a GmbH in Germany?
There is no uniform timeframe throughout Germany. The notary appointment, opening the bank account, payment of share capital, completeness of the documentation and processing time of the registry court all influence the overall duration.
How quickly can I get a notary appointment through beglaubigt.de?
According to its current service description, beglaubigt.de can organize a notary appointment within 7 working days for an appropriately prepared GmbH or UG formation. This should not be confused with a guarantee that registration in the Commercial Register will be completed within the same period.
How much does it cost to form a GmbH?
In addition to the share capital, costs include notary and register fees as well as, where applicable, business registration and service fees. We provide a detailed breakdown of the individual costs in “How Much Does It Really Cost to Form a GmbH?”
Can I avoid using my private address for a GmbH?
A GmbH requires a domestic business address in Germany but does not necessarily require its own office premises. Subject to the relevant requirements, an external business address solution can be used. We explain this in more detail in “Forming a GmbH Without Your Own Registered Office: What Address Do You Need?” and “Serviceable Business Address: What Does It Mean and When Do You Need One?”.
What does beglaubigt.de handle when forming a company?
Depending on the selected package, beglaubigt.de handles services including digital collection of formation data, document preparation, organization of the notary appointment and support throughout the formation process. Depending on the offer, additional services may include business registration, tax registration, Transparency Register registration and other company formation steps.
Sources
GmbHG – German Limited Liability Companies Act
https://www.gesetze-im-internet.de/gmbhg/
Section 2 GmbHG – Form of the Articles of Association
https://www.gesetze-im-internet.de/gmbhg/__2.html
Section 5 GmbHG – Share Capital and Shares
https://www.gesetze-im-internet.de/gmbhg/__5.html
Section 5a GmbHG – Unternehmergesellschaft (haftungsbeschränkt)
https://www.gesetze-im-internet.de/gmbhg/__5a.html
Section 7 GmbHG – Requirements for Registration
https://www.gesetze-im-internet.de/gmbhg/__7.html
Section 8 GmbHG – Content of the Application
https://www.gesetze-im-internet.de/gmbhg/__8.html
Section 9c GmbHG – Examination by the Registry Court
https://www.gesetze-im-internet.de/gmbhg/__9c.html
Section 12 HGB – Applications for Registration and Submissions
https://www.gesetze-im-internet.de/hgb/__12.html
German Federal Chamber of Notaries – Forming a GmbH and UG
https://gmbh-gruenden.notar.de/
German Federal Chamber of Notaries – Company Formation
https://www.notar.de/themen/unternehmen/gruendung
German Federal Chamber of Notaries – Notary Costs for GmbH and UG
https://www.notar.de/themen/notarkosten/beispiele
beglaubigt.de – Form a GmbH and UG
https://beglaubigt.de/gruenden
beglaubigt.de – Authorities Package
https://beglaubigt.de/behoerdenpaket
beglaubigt.de – Business Address
https://beglaubigt.de/geschaeftsadresse
beglaubigt.de – Transparency Register
https://beglaubigt.de/transparenzregister
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