The formation of a GmbH * 

The GmbH is still the most pop­u­lar and by far the most fre­quent­ly cho­sen com­pa­ny form among founders. Com­pared to the spe­cial form of the UG (haf­tungs­beschränkt), it enjoys a much high­er rep­u­ta­tion in busi­ness deal­ings.
You need a notary to estab­lish a GmbH. You can estab­lish the GmbH before the notary alone or with sev­er­al per­sons. The min­i­mum share cap­i­tal is EUR 25,000, of which at least half must be paid in when the GmbH is found­ed. With the reg­is­tra­tion of the GmbH, the lia­bil­i­ty is lim­it­ed to the assets of the GmbH.

Steps of formation of a GmbH 

In prepa­ra­tion for the for­ma­tion of the GmbH, I will send you a short ques­tion­aire in which you pro­vide me with the essen­tial infor­ma­tion about the GmbH (share­hold­ers, com­pa­ny name, loca­tion of the reg­is­tered office, object, amount of the share cap­i­tal, names of the man­ag­ing direc­tors and their pow­ers of rep­re­sen­ta­tion). On the basis of this infor­ma­tion, I will draft the deed of incor­po­ra­tion includ­ing the arti­cles of asso­ci­a­tion for the GmbH. I will send you this draft for review and make an appoint­ment with you. At the appoint­ment for the for­ma­tion of the GmbH, I will read the for­ma­tion deed and the arti­cles of asso­ci­a­tion to you. In addi­tion, the man­ag­ing direc­tor signs the com­mer­cial reg­is­ter appli­ca­tion and a list of share­hold­ers. After the nota­riza­tion, you will receive a cer­ti­fied copy of the deed of incor­po­ra­tion, with which you will go to a bank and open an account for the GmbH. You pay the min­i­mum cap­i­tal into this account and send me a bank state­ment. As soon as I receive the account state­ment, I reg­is­ter the for­ma­tion of the GmbH with the Com­mer­cial Reg­is­ter. After a few days, I should usu­al­ly receive the reg­is­tra­tion notice from the Com­mer­cial Reg­is­ter. I will for­ward this to you for your infor­ma­tion. Only from this point on you should start doing busi­ness through the GmbH.
As a notary, I am oblig­ed to send a copy of the for­ma­tion of the GmbH to the respon­si­ble tax office. The tax office will then send you a reg­is­tra­tion form and assign you a tax num­ber, which you will need to issue invoic­es.
The reg­is­tra­tion of the GmbH at the trade office and the IHK must be ini­ti­at­ed by you. You will receive the cor­re­spond­ing reg­is­tra­tion forms there.

What fees do you have to expect when founding a GmbH?

The statu­to­ry notary fees for the for­ma­tion of the GmbH amount to about EUR 750 for a share cap­i­tal of EUR 25,000. The costs of the com­mer­cial reg­is­ter amount to anoth­er EUR 150. In addi­tion, fees are charged by the local IHK.
ATTENTION: If you receive any oth­er requests for pay­ment for busi­ness reg­is­ters or sim­i­lar after the for­ma­tion of the GmbH, please do not pay them with­out first hav­ing dis­cussed this with a legal advi­sor you trust.

Advantages of the GmbH

If you are still not sure whether you should actu­al­ly decide to found a GmbH, I have once again com­piled the most impor­tant advan­tages of this legal form for you:

  • Pri­vate lia­bil­i­ty is excluded

  • Even a sin­gle per­son can found a GmbH

  •  Any adult per­son with legal capac­i­ty can become man­ag­ing director

  • The share cap­i­tal can be pro­vid­ed in cash or in kind

  • High legal secu­ri­ty and high recog­ni­tion of the legal form

The GmbH is one of the old­est legal forms that exist in Ger­many. It was already estab­lished in the 19th cen­tu­ry and there­fore enjoys con­sid­er­able esteem today.

* Please note: The information on this page has been prepared without taking into account your personal situation, intentions and needs. The explanations are only intended to provide you with an initial orientation. The legal situation is simplified and incomplete.  Therefore, the explanations do not constitute legal advice.