Choosing Your German Company Type
The legal form determines liability, capital requirements, and taxation. Most entrepreneurs choose GmbH for liability protection; UG for low capital; AG for equity financing.
| Form | Min. Capital | Liability | Notary Required | Best For |
|---|---|---|---|---|
| GmbH | €25,000 (€12,500 paid-in) | Limited to assets | Yes | Most businesses |
| UG (haftungsbeschränkt) | €1 (retain 25% profit to build) | Limited to assets | Yes | Low-capital startups |
| AG | €50,000 (€12,500 paid-in) | Limited to assets | Yes | VC-backed, public |
| GbR | None | Unlimited personal | No | Small partnerships |
| Einzelunternehmer | None | Unlimited personal | No | Sole traders |
GmbH Formation — Required Steps
- Step 1: Prepare Gesellschaftsvertrag (articles of association) — standard form or tailored
- Step 2: Notarisation before a German Notar (in person or via notarised POA)
- Step 3: Deposit €12,500 (minimum 50% of €25,000 capital) in the Gründungskonto
- Step 4: Submit to Handelsregister at local Amtsgericht — entry in 5–10 working days
- Step 5: Finanzamt issues Steuernummer and USt-IdNr. (VAT number)
- Step 6: Gewerbeanmeldung (trade office registration, if commercial activity)
- Step 7: Open operational German IBAN business bank account
The Handelsregister entry date is when the GmbH legally exists. Before entry, the company operates as GmbH i.G. (in Gründung — in formation). Contracts signed during i.G. phase become obligations of the GmbH upon entry — but directors are personally liable until then.

Formation Costs
Total cost to open a GmbH (excluding the €12,500 share capital deposit which stays in the company):
- Notary fees: ~€600–1,200 (based on share capital per GNotKG)
- Handelsregister court fee: €150–250
- Professional formation fee (Goldblum und Partner): from €1,200
- Virtual office (registered address): €40–120/month
- Total typical spend: €2,000–€3,500 formation costs
Opening a Company in Germany — Step by Step
Choose Legal Form
GmbH for most; UG for low capital; AG for larger ventures
Draft Articles of Association
Gesellschaftsvertrag — defines structure, capital, and governance
Deposit Share Capital
Open blocked account; transfer min. 50% of share capital
€12,500 min.Notary Authentication
Notary authenticates articles and files with Handelsregister
Register for Taxes
Finanzamt registration; VAT number; trade office notification
4–6 wks totalChoose Legal Form
GmbH for most; UG for low capital; AG for larger ventures
Draft Articles of Association
Gesellschaftsvertrag — defines structure, capital, and governance
Deposit Share Capital
Open blocked account; transfer min. 50% of share capital
€12,500 min.Notary Authentication
Notary authenticates articles and files with Handelsregister
Register for Taxes
Finanzamt registration; VAT number; trade office notification
4–6 wks totalFrequently Asked Questions
How fast can I open a company in Germany?
A standard GmbH takes 2–4 weeks from notarisation to Handelsregister entry. With a pre-booked notary appointment and all documents ready in advance, some formations complete in under 2 weeks. A shelf company (Vorratsgesellschaft) can be legally transferred in 2–5 days if you need immediate incorporation.
Can I form a German GmbH without visiting Germany?
Yes — by granting a notarised power of attorney (Vollmacht) to a representative in Germany. The POA is notarised in your home country, then apostilled (or legalised), and sent to our office. We act as your proxy at the German notary. You never need to travel to Germany for the formation.
What is the minimum share capital for a German GmbH?
The GmbH requires €25,000 total share capital, with at least €12,500 (50%) paid-in before Handelsregister filing. The remaining €12,500 can be paid later upon shareholder resolution. The paid-in capital is deposited in the company bank account and becomes the company's working capital after registration — it is not a fee or cost.
Do I need a German address to open a company?
Yes — every German GmbH must have a registered address (Sitz) in Germany, recorded in the Handelsregister. This does not need to be a physical office: a virtual office address (Geschäftsanschrift) is sufficient. We provide virtual office addresses at our Düsseldorf location for the registered address and forwarding of official correspondence.
How long does it take to get a German tax number after GmbH formation?
After Handelsregister entry, the Finanzamt typically issues the Steuernummer (tax number) within 4–8 weeks and the USt-IdNr. (VAT identification number) within 2–6 weeks. Our team submits the Fragebogen zur steuerlichen Erfassung on the day of Handelsregister entry to minimise waiting time.
What is a Musterprotokoll for German GmbH formation?
The Musterprotokoll (standard form articles) under Section 2(1a) GmbHG allows simplified formation for GmbHs with up to 3 shareholders using a standardised template. It reduces notary fees slightly. However, the Musterprotokoll is very restrictive: no customised profit distribution rules, no veto rights, no drag-along provisions. For any real business, custom articles drafted by a Rechtsanwalt provide essential flexibility. Most professional formations use custom articles.
What is a Vorratsgesellschaft (shelf company) in Germany?
A Vorratsgesellschaft is a pre-incorporated German GmbH that has never traded, available for immediate purchase and transfer. Transfer can be completed in 2–5 business days (vs. 2–4 weeks for a new formation). Cost: typically EUR 3,000–5,000 premium above the EUR 25,000 share capital. The main advantage is speed — for urgent contract or tender requirements. We maintain a portfolio of ready Vorratsgesellschaften for immediate deployment.
What ongoing obligations does a German GmbH have after registration?
Annual GmbH obligations include: (1) HGB Jahresabschluss (annual financial statements) filed at Bundesanzeiger within 12 months of year end. (2) Annual KSt, GewSt, and USt tax returns by 31 July (extended to 28 February with Steuerberater). (3) Monthly or quarterly VAT Voranmeldungen. (4) Monthly Lohnsteuer-Anmeldung if employees. (5) Shareholder meeting at least annually. (6) Updating Handelsregister when directors or address change. (7) Transparenzregister UBO data must be kept current.
Can I form a German GmbH with a single shareholder?
Yes — a Einpersonen-GmbH (single-shareholder GmbH) is fully permitted under German law. The sole shareholder can also be the sole Geschäftsführer (managing director). Contracts between the sole shareholder and the GmbH require written form to be valid (Section 35(4) GmbHG). There is no restriction on the shareholder being a foreign national or foreign company — a 100% foreign-owned single-shareholder GmbH is a standard structure.
What is the difference between Stammkapital and eingezahltes Kapital in a German GmbH?
Stammkapital is the total authorised share capital shown in the Gesellschaftsvertrag (articles of association) — minimum EUR 25,000 for a GmbH. Eingezahltes Kapital is the share capital actually paid into the company bank account. Before Handelsregister registration, at least 50% (EUR 12,500) of the Stammkapital must be eingezahlt. The remaining 50% is a shareholder obligation payable on resolution of the shareholder meeting. The paid-in capital becomes company working capital after registration.
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