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Gesellschaft mit beschränkter Haftung — limited liability, €25,000 minimum capital, no German residency required. Licensed Rechtsanwälte handle the complete process from power of attorney to Handelsregister entry.
Why 80% of foreign founders choose the GmbH over UG, AG, or branch.
A GmbH (Gesellschaft mit beschränkter Haftung) is Germany's dominant private limited-liability company — over 1.5 million active GmbHs operate under German commercial law. The GmbHG imposes no nationality or residence requirement on shareholders or managing directors (GmbHG §1), making incorporation from the US, UK, UAE, Singapore, or anywhere else legally straightforward. Shareholders' liability is strictly limited to their capital contribution — personal assets are fully protected.
GmbH vs UG vs AG vs Branch — quick comparison
| Legal form | Min. capital | Paid-in | Supervisory board | Timeline | VC-ready |
|---|---|---|---|---|---|
| GmbH | €25,000 | 50% (€12,500) | None required | 4–6 weeks | Yes |
| UG | From €1 | 100% upfront | None required | 4–6 weeks | Limited |
| AG | €50,000 | 25% (€12,500) | Mandatory (3+) | 6–10 weeks | Yes (IPO) |
| Branch | None | N/A | None | 2–3 weeks | No |
The €25,000 is not a fee — it's your working capital.
Under GmbHG §5(1), the Stammkapital must be at least €25,000. At least 50% (€12,500) must be deposited before Handelsregister entry (GmbHG §7(2)). Once registered, the capital belongs to the GmbH as a balance-sheet asset — freely available for operations, suppliers, or staff. Founders who understand this view the €25,000 as an asset transfer, not a cost.
Eight steps. One dedicated team. No German travel required.
The timeline for a non-resident founder: 4–6 weeks total. The bottleneck is apostille turnaround in your home country — not the German side.
Engagement & KYC
We collect KYC documentation, agree the business object (Unternehmensgegenstand), share structure, and managing-director appointment. The Gesellschaftsvertrag (articles of association) is drafted in German with an English parallel and sent for your review.
Power of Attorney
A bilingual Vollmacht (power of attorney) is prepared authorising a Goldblum attorney to appear at the Düsseldorf notary on your behalf. No physical presence in Germany required for standard cash formations.
Apostille in Home Country
You take the PoA to a local notary for notarisation, then obtain an Apostille (120+ Hague Convention countries). US: Texas SoS 2–3 days; California up to 6 weeks. UK: FCDO 2–5 days. UAE/Singapore: standard apostille applies.
Notarisation in Düsseldorf
With the apostilled PoA in hand, Goldblum appears at the Düsseldorf notary for Beurkundung — mandatory notarial recording of the articles under GmbHG §2(1). The notary records the Gesellschaftsvertrag, managing-director appointment, and shareholder capital declarations.
Capital Deposit
At least €12,500 must be deposited into a German bank account held in the name of the GmbH "in Gründung" (i.G.) before the Handelsregister will accept registration — GmbHG §7(2). Goldblum coordinates bank introductions for non-resident founders.
Handelsregister Filing
The notary transmits the registration application electronically to the Amtsgericht Düsseldorf. Our Düsseldorf seat gives the fastest district-court access: 5–8 working days. Berlin: 10–18 days. Munich/Hamburg: 7–12 days.
Post-Formation Filings
Three immediate filings after entry: Gewerbeanmeldung (trade office, within 1 week), Fragebogen zur steuerlichen Erfassung (Finanzamt — triggers Steuernummer + VAT ID), and Transparenzregister beneficial-ownership filing (within ~14 days).
Operational Setup
Business bank account converted to operating account, accounting system configured, payroll setup if hiring. Your GmbH is compliant and fully operational.
Online notarisation (DiRUG): Germany's platform at onlineverfahren.notar.de requires a German eID or eIDAS-recognised equivalent. Most US, UK, GCC, and APAC founders cannot access these. In 2026, the apostille + power-of-attorney route remains the only reliable path for non-EU founders — despite claims from some online formation platforms.
~31% combined effective rate in Düsseldorf 2026.
A GmbH pays three layers of tax. Körperschaftsteuer (KStG §23) is a flat 15% federal rate. Gewerbesteuer (trade tax) is calculated as 3.5% base rate × municipal Hebesatz — Düsseldorf's 2026 Hebesatz is 440%, yielding ~15.4% effective. Dividend distributions trigger a further 26.375% withholding (KapESt), often reduced under applicable double-tax treaties to 5–15%.
Tax breakdown — Düsseldorf 2026
Körperschaftsteuer (KStG §23)
15.000%
Solidaritätszuschlag (5.5% × KSt)
0.825%
Gewerbesteuer (440% Hebesatz, Düsseldorf)
~15.400%
Combined effective rate (Düsseldorf 2026)
~31.225%
Gewerbesteuer by city (2026)
See our corporate tax guide, Gewerbesteuer guide, and double tax treaties guide for full mechanics.
Six compliance tasks you cannot skip after Handelsregister entry.
Gewerbeanmeldung
Register with the local Gewerbeamt within 1 week of commencing operations. IHK membership follows automatically (€200–€600/year). Fee: €20–€50.
Fragebogen zur steuerlichen Erfassung
Tax-registration questionnaire submitted to the Finanzamt (AO §139c). Triggers Steuernummer and USt-IdNr. issuance within 4–8 weeks.
Transparenzregister filing
Beneficial owners (>25% ownership or control under GwG §3) must be filed within ~14 days of Handelsregister entry. Fines up to €150,000 for non-filing (GwG §56).
Bookkeeping (HGB §238)
Double-entry bookkeeping mandatory from day one. Small GmbHs (below two of: €8m balance sheet, €16m turnover, 50 employees) are exempt from statutory audit.
Jahresabschluss (HGB §325)
Annual accounts must be published in the Bundesanzeiger within 12 months of fiscal year end. Failure triggers BfJ enforcement fines starting at €2,500.
Social insurance registration
On hiring the first employee: register with Krankenkasse, Deutsche Rentenversicherung, Bundesagentur für Arbeit, and Berufsgenossenschaft.
Three personal liability risks every foreign managing director must understand.
The §43 + §15a InsO + AO §69 trifecta is the most underestimated risk for foreign founders who manage their own GmbH. D&O insurance (€1,500–€4,000/year for €1–2m coverage) is strongly recommended.
Duty of care
Sorgfalt eines ordentlichen Geschäftsmannes — the care of an orderly businessman. Personal liability to the GmbH for decisions made without adequate information or causing avoidable loss.
Insolvency-filing duty
3-week deadline to file insolvency once unable to pay debts or over-indebted. Breach is a criminal offence (Insolvenzverschleppung) plus personal liability for all post-insolvency payments.
Personal tax liability
A director who wilfully or negligently fails to ensure the GmbH pays taxes is personally liable to the Finanzamt for unpaid KSt, GewSt, and VAT — even after the GmbH is dissolved.
Full GmbH cost breakdown — notary, Handelsregister, apostille, ongoing.
Statutory notary fees at €25,000 capital: ~€600–€900 (GNotKG). Handelsregister fee: €150–€240 (HRegGebV). Foreign-founder apostille add-ons vary by country. Ongoing: bookkeeping from €150/month, annual accounts €800–€3,000, tax returns €500–€2,000/year.
What our clients say.
"We needed a German entity to close an enterprise contract with a Frankfurt-based DAX company. Goldblum had our GmbH on the Handelsregister within three weeks — all from our Austin office. They handled every German document, and we never had to guess what anything meant."
James T.
Co-Founder & CEO, Austin, Texas
"After Brexit, our UK Ltd was creating VAT friction with EU clients. Goldblum walked us through the GmbH vs branch-office decision in plain English, recommended the GmbH for our situation, and had us registered in just over five weeks. Smoother than I expected."
Sophie R.
Managing Director, London
"The Transparenzregister disclosure requirement was a concern — Goldblum walked us through exactly what had to be filed, how it is accessed, and what confidentiality protections exist. No surprises post-registration."
Faisal A.
Principal, Dubai
Frequently asked questions.
Can I form a GmbH from outside Germany without travelling?
Yes. Foreign founders complete formation remotely via Vollmacht (power of attorney), notarised and apostilled in your home country. Physical presence in Germany is not required at any stage of a standard cash GmbH formation. Most US and UK founders complete the entire process within 4–6 weeks without leaving home.
What is the minimum share capital for a GmbH?
€25,000 total share capital under GmbHG §5(1), of which at least 50% (€12,500) must be paid in before Handelsregister registration (GmbHG §7(2)). The remainder can follow within the first year. The capital is your company's working capital — not a fee.
How long does GmbH formation take?
From engagement to Handelsregister entry: 4–6 weeks for a non-resident founder. The bottleneck is apostille turnaround in your home country. Once the notarised PoA reaches Düsseldorf, notary appointment, capital deposit, and filing complete in 7–10 working days. Düsseldorf Amtsgericht: 5–8 working days.
What taxes will my GmbH pay?
Three layers: Körperschaftsteuer 15% (KStG §23) + Solidaritätszuschlag (~0.825%) + Gewerbesteuer (in Düsseldorf: 440% Hebesatz → ~15.4%). Combined ~31.225% in Düsseldorf 2026. Dividend distributions trigger 26.375% withholding (KapESt), often reduced under applicable double-tax treaties.
What is the Transparenzregister and what must I disclose?
Germany's beneficial-ownership register under GwG §§19–20. Every GmbH must report natural persons holding >25% ownership, voting rights, or control (GwG §3). Filing within ~14 days of Handelsregister entry. Non-filing fines up to €150,000 (GwG §56), with offenders published on the BVA Bußgeldliste.
Is a GmbH the same as a US LLC or UK Ltd?
Functionally similar (limited liability, shareholder-level governance), legally distinct. A GmbH is taxed at entity level — corporate tax + trade tax ≈ 31% combined in Düsseldorf. For US tax classification, a GmbH is a per-se corporation — check-the-box election is unavailable. A UK Ltd is closer in structure but UK corporation tax is 25% vs DE combined ~31%.
Can a GmbH be formed by a single shareholder?
Yes. The Einmann-GmbH (single-member GmbH) is expressly permitted under GmbHG §1. A single founder can simultaneously serve as the sole managing director. Single-shareholder GmbHs must individually list the sole shareholder in the Handelsregister.
What is the difference between GmbH and UG (Mini-GmbH)?
A UG requires as little as €1 capital vs €25,000 for a GmbH, but must retain 25% of annual net profits until the reserve reaches €25,000 (GmbHG §5a). The "(haftungsbeschränkt)" suffix creates friction with banks and larger counterparties. Most foreign founders skip the UG and form a GmbH directly.
Will my GmbH automatically give me a residence permit?
No. A GmbH does not by itself confer a visa or residence permit. However, owning and managing a GmbH is a prerequisite for applying for the Aufenthaltserlaubnis zur selbständigen Tätigkeit under AufenthG §21. The Ausländerbehörde independently assesses economic interest and business-plan viability.
Do I need a German bank account before formation?
Yes, but only a temporary capital-deposit account (Bareinzahlungskonto). At least €12,500 must be deposited before Handelsregister registration (GmbHG §7(2)). The account is in the name of the GmbH "in Gründung" (i.G.) — after registration it becomes your regular operating account.
What is online notarisation and why doesn't it work for most non-EU founders?
Germany's online notarisation platform (onlineverfahren.notar.de) requires a German eID or eIDAS-recognised equivalent. US, UK, GCC, and most APAC founders cannot access these. For the overwhelming majority of non-EU founders in 2026, the apostille + PoA route remains the only working path.
As a US founder, will my GmbH trigger GILTI?
Yes — once majority-owned by US persons, it is a Controlled Foreign Corporation (CFC) and GILTI/Subpart F rules apply (IRC §951A). We coordinate with US tax counsel and our Steuerberater team to model consequences before formation.
Your GmbH, registered and compliant.
Book a free 30-minute call with a German Rechtsanwalt. We'll walk through structure, timeline, and cost — all in English.
Graf-Adolf-Strasse 41, 40215 Düsseldorf · +49 176 26888856 · [email protected]