What are the necessary steps to form a limited liability company (GmbH) or an entrepreneurial company (UG; limited liability)?

Choose a company name and define the object of the business

Once you have developed a business idea and decided to form a company, you need to think about how to name your company. As you choose your company name, make sure that it stands out from the names of other companies and is easy to remember. You may also contact the local Chamber of Industry and Commerce in order to find out whether your preferred company name is already registered.

The choice of the right legal form depends largely on the individual objectives and financial framework conditions. The main difference between a GmbH and a UG (haftungsbeschränkt) is their share capital and the rules on the appropriation of profits:

The share capital of a GmbH is 25,000 Euros, of which at least half, i.e. 12,500 Euros, must be paid in. Profits can be distributed entirely.
You can set up a UG (haftungsbeschränkt) with a minimum share capital of just 1 euro. From a practical point of view, however, a larger share capital is recommended due to the formation costs alone, as these costs are regularly borne by the company. The low share capital of a UG (haftungsbeschränkt) can also affect the creditworthiness of the company when dealing with banks and (potential) contractual partners. In addition, the UG (haftungsbeschränkt) is required to set aside a proportionate amount of retained earnings until a minimum share capital of EUR 25,000 is reached.

Your notary will also be happy to assist you in choosing the appropriate legal form.

Book a notary appointment via online.notar.de

Create a user account at online.notar.de and send all the information concerning the formation of your GmbH to the notary of your choice. He or she will advise you on which rules should be included in your articles of association and will draft the entire contract at no extra cost. The notary also prepares the commercial register application and the regularly required list of shareholders for you.

Online appointment with the notary

Have the documents for the formation of the GmbH notarised by a notary of your choice. During this appointment, the notary can also answer any outstanding questions.

Open a business account and pay in the share capital

You can open a business account for your company at a bank of your choice once you have received the notarised articles of incorporation from your notary. You can then deposit the share capital of the GmbH or UG into this account. Send the proof of payment of the share capital to your notary.

Registration at the business register

Once you have confirmed the payment of the share capital to your notary, he or she will ensure that your company is correctly entered in the business register. Upon registration of the company, the company also comes into existence for legal transactions and the liability of the shareholders is limited to the payment of the capital contribution. You can now participate in legal transactions with your company!

Register a business and apply for a tax number

The last step is usually to register your new company with the local trade office. In addition, you must inform the German tax office about the formation of the GmbH via ELSTER so that you can obtain a tax number and the corresponding VAT identification number for your company.

Further information on forming a limited liability company (GmbH) is available at gmbh-gruenden.notar.de.

Simply go to the notary online

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