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Incorporation: How to register a company in Germany: A company formation checklist

Are you planning to set up a limited liability company (UG or GmbH) in Germany? We’ve put together a roadmap to help guide you through the formation process.

This will save you hours of research as we’ve included everything you need to get registered in one neat checklist.

1. Choose the right limited liability company for your business.

  • Make sure its the right legal entity for your purposes.
  • Check if you have sufficient share capital:
    • For a UG the mandatory €1 – but €1,000 or above is recommended.
    • For a GmbH the bare minimum is €12,500 – but at least €25,000 is best.
Hint: The UG is the “mini” GmbH because it requires less share capital (as little as €1). But, if you want your formation to be hassle-free, you should opt for at least €1,000 of share capital.

However, if you get close to €12,500 in share capital consider the GmbH. The formation of a GmbH requires only half of the share capital to be deposited right away. Since the minimum share capital for a GmbH is €25,000 that amounts to €12,500. But, keep in mind that this effects the limited liability of the corporate entity – shareholders will be personally liable for the missing €12,500 if something were to go wrong.

2. Come up with a company name.

  • Check the commercial register (Handelsregister) to find out if the name has already been taken.

3. Decide on the object of the company (Unternehmensgegenstand).

  • Under German law, this needs to be quite specific.
  • Check the Handelsregister to see what companies similar to yours have used for their Unternehmensgegenstand.

Hint: The German Chamber of Commerce and Industry (IHK) will check your company name and company objective for compliance for free. So take advantage of this offering.

4. Incorporate your new company in Germany

  • Check out our business incorporation solutions here

5. Attend the notary appointment with your fellow shareholders to make it official!

  • Don’t forget to bring your ID and necessary documents!

Foreign founders beware: You’re not a German national or an EU citizen? Germany has some fun in store for you:

  • Shareholder: You can be a shareholder of a German company. But if you use a foreign company as a go-between you need to be well prepared. A notary in your jurisdiction needs to confirm in detail that the company exists and is properly represented. This confirmation needs to be apostilled by the relevant state authority. So get started on this right away or reconsider. This applies to all foreign companies (even in EU countries).
  • Managing Director: This is a tricky one which causes a lot of trouble. We recommend you make sure that you have a VISA allowing for multiple entries or some form a permanent residence. Again, double-check with a notary or lawyer EARLY in the process.
  • Bank: German “offline” banks often refuse to renders services for foreign founders (even worse if you found with a foreign company). Being an EU citizen helps. You may think you can hack this with an online bank. But they have problems here too. In our experience, you will not be accepted if your country is not on this list: ID Now.

Hint: Seek professional advice to get this right!

Important: Make sure your mailbox has your company name on it! If you cannot receive mail, it causes all kinds of problems.

6. Find a bank that will accept you and open a business bank account with them.

  • Take your formation documents given to you by your notary.
  • No need to wait for step number seven. Start your bank search early on in the company formation process.

Hint: Start talking to banks as soon as possible (even before you go to the notary) and talk to several in parallel. For “offline” banks you need to appear in person, so if you start your search late in the process, you’ll lose a lot of time.

Tip: We will help you to set up your bank appointment to occur right after the notary appointment!

Don’t forget: Check with the bank what documents you need to bring and in what format. Some banks accept pdfs while others require the original documents.

7. Deposit the share capital (Stammkapital) via cash or wire transfer into the company’s bank account.

  • Put Stammkapitaleinlage + DATE in the reference field.

11. Send the share capital’s deposit slip to us

  • Do this promptly to get your business started

12. We will notify you once the company is registered.