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Starting a GmbH in Germany

Starting a GmbH in Germany

Updated on Thursday 06th October 2016

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Starting-a-GmbH-in-GermanyIn November 2008 the Act on the Modernization of the German Limited Liability Company Law and the Combating of Malpractice (Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen, MoMiG) was enabled in order to ease the incorporation process, to consolidate international popularity and to prevent the abusive usage of the German limited liability company (GmbH).

This law also enabled the creation of a Unternehmergesellschaft (haftungsbeschränkt, Entrepreneurial Company with limited liability or UG (haftungsbeschränkt) that requires a minimum share capital of one euro. The UG was enabled to facilitate the conversion of a UG into a GmbH later.

Foundation of a German GmbH

The German GmbH is a legal entity that benefits from rights and duties separate from the shareholders’ rights and duties. It can own assets, movable and immovable property. The GmbH in Germany requires at least one shareholder and a start-up share capital of 25,000 euros, while the nominal value of a share must be 1 euro. The capital contribution may be in cash or in kind. In case the share contribution is maid in cash, half of it must be paid before the registration, while the contribution in kind must be made in full. The liability for the company’s business activities is limited at the GmbH’s assets and not the shareholders’.

In order to found a GmbH in Germany the following steps must be established:

  • -knowing who the shareholders will be;
  • -writing the articles of incorporation;
  • -gathering the share capital;
  • -obtaining a notarized certification;
  • -a notarized application must be submitted to the Commercial Register Court for registration;
  • -the application will be revised by the Register Court;
  • -the GmbH will be registered with the Commercial Registry and notify all competent authorities about the incorporation;
  • -the registration of the business activity.

Articles of Incorporation of a German GmbH

All the shareholders must sign the Articles of Incorporation of the GmbH and then notarize them. The Articles of Incorporation must contain the following data:

  • -the name and the registered office of the company;
  • -the object of activity or activities of the company;
  • -the share capital with the number and value of the shares, and the capital contribution of the shareholders.
  • The name of the company is allowed to contain the name of a shareholder or the activity of the business followed by the abbreviation GmbH and the activity of the company must be clearly stated in the Articles of Incorporation.

Registration of a German GmbH in the Commercial Register

After the capital contribution has been paid, the German company may apply for registration with the local Commercial Register. The documents to be provided for registration are:

  • -a notarized application form;
  • -the Articles of Incorporation;
  •  -the identification of the managing director if his or her name is not included in the Articles of Incorporation;
  • -a list with the shareholders and their identification data, and the nominal values of their shares in the company;
  • -if the contribution has been made in kind, documents that prove the value of the contributions in kind is equal to the nominal value of the shares.

After the registration with the Commercial Register, the company must also register the business with the Local Regulatory Office (Amt für öffentliche Ordnung) or with the Mayor’s Office (Bürgermeisteramt).

 

If you want to open a business you can contact our law firm in Germany.

 

Comments

  • Jonathan Lecours 2015-03-20

    Good morning, I would like to open a GMBH in Germany, i live in Herne NRW, It would be a consulting company for offshore worldwide work (oil and gas) I would use my home address. Could you help me get started, or even better do it for me, i can speak german but reading and writting is difficult for me, especially when it is business german. Thank you and hope to hear from you soon.

    Hello Jonathan Lecours and thank you for your comment! We can help open a GMBH in Germany, but first we kindly ask you to send us a detailed e-mail about your project at office@lawyersgermany.com and we will respond as fast as possible with all the necessary information and a personalized offer. Have a great day!

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