22 Mar 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.