What do you need to do to form a GmbH?
Forming a GmbH (limited liability company), as well as founding a UG or holding company, is a multi-step process that requires careful planning and adherence to legal requirements. Below are the essential steps necessary to successfully establish a GmbH:
- Drafting the Articles of Association: The contract must include information such as the company name, the company’s registered office, the business purpose, and the amount of share capital, which must be at least €25,000 according to § 5 (1) GmbHG.
- Notarial Certification of the Articles of Association: This legally required step (§ 2 (1) GmbHG) guarantees the legal validity of the founding documents. Notaries provide essential guidance, verify identities, and authenticate signatures.
- Deposit of Share Capital: Before the GmbH can be registered with the commercial register, a quarter of the share capital, at least €12,500, must be deposited into a business account (§ 7 (2) GmbHG). This serves as proof of financial readiness for the company formation.
- Registration with the Commercial Register: The registration, which is handled by a notary, must include the signatures of all managing directors, the articles of association, and proof of the capital deposit. With the registration in the commercial register (§ 11 GmbHG), the GmbH attains legal status.
Each of these steps requires precise attention and a solid understanding of the law. Digital services like beglaubigt.de make it easier for founders to schedule notary appointments, accelerating the entire formation process. Strict compliance with these legal requirements forms the foundation for the proper formation of a GmbH.
If you would like to learn more about our services, feel free to contact us anytime.
How long does it take to form a GmbH?
The duration of the GmbH formation process can vary depending on various factors such as the complexity of the business model, the completeness of the submitted documents, and the workload of the responsible commercial register.
Generally speaking, the formation of a GmbH, from drafting the articles of association to registration in the commercial register, can take between two to six weeks.
The first step, drafting and notarial certification of the articles of association, can be completed within a few days depending on the availability of notary appointments and the preparation of the founding members. Services like beglaubigt.de play a crucial role here by speeding up the process of arranging notary appointments, thus enhancing efficiency.
Depositing the share capital and opening a business bank account may take additional time, especially when coordinating bank appointments. Once the capital is deposited, the application for registration with the commercial register can be submitted. Processing times at the commercial register vary regionally and can range from a few days to several weeks.
It’s important to note that any delays may extend the overall process. Efficient preparation, such as gathering all necessary documents in advance and using digital tools for appointment scheduling, can significantly reduce the time needed to establish the GmbH. Moreover, precise planning is essential to minimize unexpected delays and expedite the formation process.
If you want to be well-prepared before founding a GmbH, you might also be interested in the following article: GmbH Formation Requirements.
How much does it cost to start a GmbH?
The costs of forming a GmbH (limited liability company) consist of several components, ranging from mandatory fees to advisory costs and capital contributions. Essentially, the financial effort includes the deposit of share capital, notary fees, and registration fees for the commercial register.
The share capital required to form a GmbH must be at least €25,000. It's important to note that this amount is not fully available for operational expenses, as it serves as the liability amount. However, under certain conditions, part of this capital can be used for business activities after the formation.
Notary fees vary depending on the amount of share capital and the complexity of the incorporation documents, but they typically range between €300 and €1,000. These fees cover the costs of notarizing the articles of association and registering the GmbH with the commercial register.
The registration fees at the commercial register are also variable and can range between €150 and €300. These fees are paid directly to the responsible district court and depend on the applicable court fee schedule.
Additionally, costs for advisory services, such as legal or tax consulting, may arise during the formation process. Although these costs vary, professional advice is often crucial to avoid legal pitfalls and ensure an efficient formation process.
In summary, the financial burden consists of:
- Share capital deposit: At least €25,000.
- Notary fees: Approximately €300 to €1,000.
- Commercial register fees: Approximately €150 to €300.
- Advisory costs: Variable.
Careful planning and budgeting are essential to avoid surprises and ensure a smooth and successful GmbH formation process.
For more information on this topic, you can read this article: GmbH Formation Costs
Can you form a GmbH without money?
The question of whether a GmbH can be formed without monetary funds often leads to misunderstandings. According to § 5 (1) of the GmbH Act (GmbHG), a share capital of at least €25,000 is required to form a GmbH. However, this capital does not necessarily have to be provided in cash; there is also the option of a contribution in kind, where assets are contributed instead of cash.
Contributions in kind can take the form of machines, real estate, or patents, for example, but they must be precisely valued to ensure that their value corresponds to the required share capital. The valuation of contributions in kind and their acceptance must be documented in the articles of association and notarized to ensure their validity.
It is important to emphasize that every step in the formation process—from drafting the articles of association to notarization and registration in the commercial register—incurs costs. These initial costs, including notary fees and registration fees, cannot be covered by contributions in kind and must be paid in cash.
An alternative to the classic GmbH is the entrepreneurial company (limited liability) or UG (haftungsbeschränkt), often referred to as a "Mini-GmbH." This business form allows for the formation with symbolic share capital of just one euro. The UG follows the same legal framework as the GmbH but is required to set aside part of its annual profits in a reserve until the share capital of €25,000 is reached, at which point it can be converted into a GmbH.
Thus, forming a GmbH or a UG without financial means is not feasible in practice. Even with the formation through contributions in kind or the choice of a UG legal form, founders must have sufficient liquid funds to cover the associated fees and costs.
Whether you want to form a UG, form a GmbH, or form a holding company, beglaubigt.de is happy to help you schedule your notary appointments online. We work with partner notaries from all over Germany and can connect you with a notary near you for your formation. If you're forming another business entity, feel free to send us an inquiry anytime.
Can you also form a GmbH online?
The digitization of the legal system in Germany has opened new possibilities, especially in the area of business formation. The formation of a GmbH (limited liability company) can now be partially conducted online, with the legislator setting specific requirements for digital processes. According to the Act to Implement the Digitalization Directive (DiRUG), which came into effect on August 1, 2022, entrepreneurs can complete certain steps of the GmbH formation process digitally.
The digital formation particularly covers the creation of the articles of association in a standardized format, electronic signatures, and the online application for entry into the commercial register. Required notarial certifications can now be conducted via online identification procedures and video conferences, where the identity of the founders is clearly verified, and all parties are digitally connected to the notary.
However, not all aspects of forming a GmbH can be fully completed online. Depositing the share capital and opening a business bank account typically require in-person interactions with a bank, though some banks are beginning to digitalize these processes as well.
The benefits of online formation include time and cost savings, as well as the flexibility of the procedure. Founders can initiate important steps from any location without needing to visit the notary or commercial register in person multiple times.
The online formation of a GmbH has been made easier with ongoing digitization and the introduction of the DiRUG. Nonetheless, some physical steps remain necessary, meaning that a fully online formation is not yet entirely possible. This hybrid approach significantly simplifies the formation process but still requires careful planning and consideration of all legal requirements.
If you want to learn more about how to establish a UG or GmbH online, you should check out the following article: The Digital Notary for Germany – Online Formation of a GmbH or UG.
What should I do before starting a business?
Before starting a business, thorough preparation is crucial to ensure long-term success. This process begins with a series of key steps, each aimed at building a solid foundation for the future business:
- Conduct Market Research: A deep understanding of the target market, customer needs, and competition is essential to test the viability of the business idea.
- Create a Business Plan: The business plan serves as a roadmap for the company and includes goals, strategies, financial forecasts, and a marketing plan. It is also a critical document for attracting investors.
- Choose a Legal Structure: The choice between a sole proprietorship, GmbH, UG, and other forms has significant implications for liability, taxes, and corporate governance.
- Clarify Regulatory Requirements: Depending on the industry and location of the business, special permits or licenses may be required.
- Make Financial Plans: Solid financial planning includes securing initial funding, calculating capital needs, and budgeting for the first phase of operations.
- Set Up a Business Account: A separate account for the business simplifies financial management and is often a requirement for business transactions.
In addition to these basic steps, potential entrepreneurs should also consider timely registration with the local trade office or commercial register and familiarize themselves with tax obligations, such as registering with the tax office and obtaining a VAT identification number. Securing insurance can also be crucial to protect the business and its assets.
This careful preparation and planning enable entrepreneurs to enter the market with greater confidence, laying the groundwork for successful and sustainable business growth.
Regardless of which stage of formation you're in, we are happy to help you find the right notary. We are in contact with expert notaries across Germany.
Summary
Forming a GmbH is a complex process that requires detailed planning and a deep understanding of legal requirements. The steps to establish a GmbH—from drafting the articles of association, to notarial certification, to registration in the commercial register, and depositing share capital—are essential to lay the legal groundwork for successful entrepreneurship.
The Act to Implement the Digitalization Directive (DiRUG) now allows entrepreneurs to complete some of these steps online, significantly simplifying and accelerating the formation process. Despite these advances in digitalization, founders must still attend in-person meetings for certain essential steps, such as opening a business bank account and, in some cases, depositing capital.
The financial aspects of the formation, including notary fees, commercial register fees, and advisory costs, as well as the requirement of minimum share capital, or alternatively, forming a UG (haftungsbeschränkt) with lower capital requirements, are important considerations for future entrepreneurs.
In conclusion, forming a GmbH is a structured and well-thought-out endeavor that can be supported by digital services like beglaubigt.de. These platforms offer valuable assistance in coordinating notarial appointments and navigating the formation process. A successful GmbH formation requires adherence to all legal requirements and forms the solid foundation for business success and growth.