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The GmbH is the most common form of all new companies incorporated in Germany and can be compared to the French Sàrl, the Spanish SL or the known Private Limited in the UK. Most foreign investors incorporate a GmbH to have a representative office in Europe which allows them start and grow their sales operations in Germany and Greater Europe.

The German GmbH is successfully established by having the documents deed of formation as well as the articles of association signed by the director in front of an offical German notary. The GmbH also can be represented by further natural persons. Those representives are required to hold the power of attorney, which has to be notarized by the German notary as well.

To complete the process of incorporation, the proposed GmbH must be registered with the local Chamber of Industry and Commerce. For registration the managing director must sign the application in front of the German notary. The notary certifies the signatures and will inform the managing directors about their duties and finally will file the application.

Upon registration in the commercial register, the GmbH becomes a legal entity and gains full legal capacity. Furthermore a new incorporated GmbH must also be registered at the local trade office. The GmbH can already start its business without this last registration, however, the limitation of liability of the shareholders will only get effective when the registration is filed.

The time period to be considered when incorporating a new company in Germany is subject to the very individual business objectives and complexity of the specific business model. To provide a rough guideline approx. three working weeks have to be taken into consideration.

How we can assist you:

• We can support you do write an individual business plan that is supporting your business objectives in Germany
• We can work out an individual deed of formation and the articles of association in multiple languages
• We draft the articles of association and the foundation agreement, which are then filed with the local Trade Register
• We can monitor the progress of registration in the commercial register and in the local trade register
• We can coordinate all communications and prepare all steps that are necessary to sucessfully incorporate your business in Germany
• We work very closely with notaries and can support you throug the process

Costs of the investment

To form a GmbH, a minimum share capital of EUR 25,000 is required (paid on a company bank account or made of contribution in kind). To facilitate the formation, at the time of registration, it is sufficient for half of the minimum capital, (EUR 12,500), to have been actually and verifiably contributed. According to the newest legislation, a so-called mini-GmbH can be formed. According to this form of investment, the investor does not have to pay the whole sum of EUR 25,000.00, but the GmbH will have to re-invest a part of its benefits to form the minimum share capital of EUR 25,000.00. If the GmbH only has a single shareholder, this shareholder is liable for any unpaid amount of the minimum share capital and must provide security for it.

The Mini GmbH (UG) is a kind of sub-form of the regular GmbH and as the suffix UG, standing for (haftungsbeschränkte) Unternehmensgesellschaft. The UG was designed as an entrepreneurial company. The difference of the UG to the GmbH is the amount of the share capital required to incorporate this legal form. Here the share capital amounts to at least one Euro for the Mini GmbH in comparison to least EUR 25,000 for the incorporation of the German GmbH. Please refere to our section Germa legal forms to find more information about the new German company form Unternehmensgesellschaft (UG).

How we can assist you:

• We can help you to open a German corporate bank account and support you with all formalties
• We can apply the VAT-number for you required for all fiscal declarations

Managing Directors

A GmbH is managed and legally represented by its managing directors (Geschäftsführer). The corporation must have at least one managing director which can be a corporation or natural person. The managing director does not have to be a shareholder or a German resident. The managing director may receive an income for his duty, but that is not required by law. The shareholders have the power to exercise direct influence on the GmbH's management by issuing binding instructions or directions to the Geschäftsführer. When no binding instructions are given, the Geschäftsführer is free to act as he wishes.

How we can assist you:

• For the duration of the setting up of the company, we can represent the function of the managing director (Geschäftsführer) for you.
• We can be appointed as legal representative in order to build the dialogue between your headquarters and the German authorities.
• Our legal teams will allow you to keep the amount of questions and duties appointed to you to a minimum. Consultinghouse has the experience to support you to sucessfully start your business operations ins Germany and Greater Europe.