RegisteringaCompanyinGermany—EssentialStepsandLegalForms

What is the difference between HRA and HRB in Germany?

HRA (Handelsregister Abteilung A) is for sole traders and partnerships: Einzelkaufmann, OHG (general partnership), KG (limited partnership), and GmbH & Co. KG. HRB (Handelsregister Abteilung B) is for companies with legal personality: GmbH, UG, AG, KGaA, and SE. When people say "enter in the Handelsregister," they almost always mean HRB for corporate entities. The HRB number is the primary company identifier for a GmbH.

How do I check if a German company name is available?

Check three sources: (1) Handelsregister (unternehmensregister.de or handelsregister.de) for existing company names in your district and nationwide. (2) DPMA trademark database (dpma.de/recherche) for registered trademarks that could block your name even if not in Handelsregister. (3) Internet and domain search for practical conflicts. The Notar also checks Handelsregister before filing. Identical names in the same Amtsgericht district will be rejected; similar names in different districts may coexist.

Can I register a German company online without visiting Germany?

Yes — with a notarised and apostilled power of attorney (Vollmacht) granted to a representative in Germany. The Vollmacht is executed before a notary in your home country, apostilled (if from an Apostille Convention country), and couriered to our Düsseldorf office. We attend the German Notar on your behalf. Increasingly, German Notare offer video identification for EU citizens under eIDAS, but non-EU founders must still use the POA route.

What is a Musterprotokoll for GmbH formation?

The Musterprotokoll (standard form articles) is a standardised GmbH formation template introduced under §2(1a) GmbHG to simplify and reduce the cost of small GmbH formations. It can only be used for GmbHs with 1–3 shareholders, a single managing director, and a single class of shares. Advantages: slightly lower notary fees. Disadvantages: very restrictive — no custom profit distribution, no veto rights, no tag-along/drag-along. For any business with multiple founders or investor-ready structure, custom articles are recommended.

What does it cost to register a company in Germany?

GmbH formation total: ~€2,000–€4,000 excluding the €12,500 share capital. Breakdown: notary fees (€600–1,200 depending on share capital, per GNotKG), Handelsregister court fee (€150–250), Rechtsanwalt formation fee (Goldblum: from €1,200), virtual office (€500–1,500/yr). Branch office of foreign company: lower — no notary for formation, just Handelsregister registration (€150–300) plus our coordination fee. UG formation: same as GmbH process but notary fee lower due to lower capital.

What is the Gewerbeanmeldung and when must it be filed?

The Gewerbeanmeldung is the mandatory commercial activity registration at the local Gewerbeamt. It is required for GmbH, UG, AG, OHG, KG, and Einzelunternehmer, but not for Freiberufler. It must be filed when the business commences operations — typically on or immediately after the Handelsregister entry date. The fee is €15–€60. The Gewerbeamt notifies the Finanzamt automatically, which then sends the Fragebogen zur steuerlichen Erfassung. Operating without a Gewerbeanmeldung is an administrative offence (Ordnungswidrigkeit) subject to fines.

Can a GmbH have a single shareholder who is also the sole director?

Yes — a one-person GmbH where the sole shareholder is also the sole managing director (Alleingesellschafter-Geschäftsführer) is entirely valid and the most common structure for foreign-owned subsidiaries. Under §35(3) GmbHG, contracts between the company and the sole shareholder-director must be documented in writing. If the director provides full-time services, a formal employment contract with a documented market-rate salary ensures correct social insurance and tax treatment.

What is the Vorgesellschaft phase during GmbH formation?

Between the notary deed signing and Handelsregister entry, the company exists as a Vorgesellschaft (pre-registration company). Managing directors bear personal joint liability for all obligations entered during this phase. Once the HRB number is issued, the GmbH assumes all Vorgesellschaft liabilities and founders are relieved. This phase typically lasts 2–4 weeks, so major financial commitments should be deferred until the entry is confirmed.

What is the Transparenzregister and who must register?

The Transparenzregister records the ultimate beneficial owners (wirtschaftlich Berechtigte) of German entities — those holding more than 25% of shares or voting rights, or otherwise controlling the entity. GmbH, AG, UG, OHG, and KG must file. Required data: full name, date of birth, nationality, and shareholding percentage. Registration is due within 3 months of formation and must be updated on any ownership changes. Non-compliance is punishable by fines up to €1 million.

What naming rules apply to a German GmbH?

A GmbH Firma must: (1) end with “GmbH” or “Gesellschaft mit beschränkter Haftung”, (2) be sufficiently distinctive (Unterscheidungskraft) — purely descriptive names are rejected, (3) not be identical or confusingly similar to an existing entry in the same Amtsgericht district. Names may be person-based, invented, or sector-descriptive combined with a distinctive element. The Notar checks the Handelsregister before filing, and the IHK provides informal name-clearance opinions free of charge.