Legal Forms Available in Germany
Foreign entrepreneurs can register various legal forms in Germany. The GmbH is by far the most popular for foreign-owned businesses due to its familiar limited-liability structure.
| Legal Form | Min. Capital | Liability | Formation | Supervisory Board |
|---|---|---|---|---|
| GmbH | €25,000 | Limited to capital | 2–4 weeks | Optional |
| UG (haftungsbeschränkt) | €1 | Limited to capital | 2–4 weeks | Not required |
| AG | €50,000 | Limited to capital | 4–6 weeks | Mandatory |
| Zweigniederlassung (Branch) | None | Parent company liable | 3–5 weeks | Not required |
| Freiberufler/Einzelunternehmer | None | Full personal liability | Days | N/A |
The Registration Process
GmbH registration follows a clear 6-step process: articles of association preparation → notarisation → share capital payment → Handelsregister filing → tax registration → banking. Total: 2–4 weeks.
GmbH i.G. status: once the formation deed is notarised but before Handelsregister entry, the company exists as a "GmbH in Gründung" (pre-company). Directors bear personal joint liability for obligations incurred during this period — minimise the gap.
Required Documents
Standard requirements include: passport copies of all shareholders and directors, proof of address, bank confirmation of capital deposit, notarised articles of association, and power of attorney if the director cannot attend the notary in person.
Frequently Asked Questions
Can I register a company in Germany without being a resident?
Yes. Non-residents can own 100% of a German GmbH. The director (Geschäftsführer) does not need to be a German resident either, though it is practically advantageous for banking and Finanzamt correspondence.
What is the difference between a GmbH and a UG?
Both provide limited liability. The UG requires as little as €1 but must accumulate 25% of annual net profits as a mandatory reserve until the total reaches €25,000 (then can convert to GmbH). The GmbH requires €25,000 from day one with no accumulation requirement.
Do I need a German notary to form a GmbH?
Yes. The GmbHG (§2) requires notarial certification (notarielle Beurkundung) of the formation deed. This must be performed before a German Notar — foreign notarisations are not legally equivalent. We coordinate the notary appointment for non-resident founders.
How much does it cost to register a German company?
For a GmbH with €25,000 capital: notary fees ~€700–1,200, court fees ~€150, our professional fee from €1,490. Total excluding share capital: approximately €2,500–€3,000. The share capital itself is returned to your company account after registration.
Can I manage a German GmbH remotely from abroad?
Yes. There is no legal requirement for the director to be physically in Germany for day-to-day management. However, the tax residency of the GmbH may be challenged if effective management (Ort der Geschäftsleitung) is consistently exercised outside Germany — this creates a Betriebsstätte risk.
What is the Handelsregister and what information is publicly visible?
The Handelsregister (commercial register) is Germany's public registry of all registered companies, maintained at each Amtsgericht (local court) and accessible at handelsregister.de. Publicly visible information includes the company name, registered address, share capital, names of directors (Geschäftsführer), and the articles of association. This transparency is a legal requirement under HGB.
What are the annual financial reporting obligations for a German GmbH?
Every German GmbH must prepare annual financial statements (Jahresabschluss — balance sheet + P&L) in accordance with HGB (German GAAP). These must be approved by shareholders and filed with the Bundesanzeiger (federal gazette) within 12 months of the financial year end. Failure to file results in fines. Small GmbHs (under HGB §267) can file abbreviated accounts.
How does VAT registration work for a newly registered German GmbH?
After Handelsregister entry, the Finanzamt sends a questionnaire (Fragebogen zur steuerlichen Erfassung) to be completed within 4 weeks. This triggers issuance of a Steuernummer and USt-IdNr (VAT ID). You must file Umsatzsteuervoranmeldungen monthly (or quarterly with Finanzamt approval) via ELSTER. A new GmbH with anticipated turnover above €22,000/year must register for VAT from day one.
Can I use a standard (Muster) articles of association for a German GmbH to reduce notary costs?
Yes. The Gesetz zur Modernisierung des GmbH-Rechts (MoMiG) introduced a standardised Musterprotokoll that can be used for simple formations with up to 3 shareholders and 1 director. Notary fees for Musterprotokoll formations are lower. However, the template is very limited — any non-standard provisions (additional shareholder rights, drag-along, veto rights) require a custom articles of association drafted by a lawyer.
Can a German GmbH have a non-German name?
Yes. German law (§18 HGB) requires that the GmbH name (Firma) must clearly indicate the business, be distinctive, and include the suffix GmbH or the abbreviation Gesellschaft mit beschränkter Haftung. The name does not need to be in German — English or other language names are accepted by the Handelsregister as long as they meet distinctiveness requirements. The name must not be identical or confusingly similar to existing registered companies in the same Amtsgericht district.
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