Company Formation in Germany
Last updated: September 2026
Germany is the EU's largest economy and the second-largest destination for foreign direct investment in the bloc. The workhorse corporate vehicle is the Gesellschaft mit beschränkter Haftung (GmbH), the German private limited company and the local equivalent of an LLC. Around 1.3 million GmbHs are active on the Handelsregister. Minimum share capital is €25,000, of which at least €12,500 must be paid in before registration. A GmbH can be formed with a single founder and a single managing director, and neither has to be a German resident. The combined corporate and trade tax burden sits around 30%, varying by municipality. Since August 2022 cash-foundation GmbHs and UGs can be notarised by video link rather than in person.
We form German GmbHs and UGs end to end: IHK name clearance, drafting, notary coordination (in person or online), capital account opening, Handelsregister filing, tax and transparency-register registrations, and business bank introduction. Fixed price, dedicated German-qualified counsel, all notary and court fees built in.
| Quick facts | Value |
|---|---|
| Corporate Income Tax (Körperschaftsteuer) | 15% + 5.5% solidarity surcharge = 15.825% |
| Local company form | GmbH (Gesellschaft mit beschränkter Haftung), equivalent of an LLC / private limited company |
| Trade Tax (Gewerbesteuer) | 3.5% base × municipal multiplier (Hebesatz) 200–900% |
| Combined effective company tax | ~30% (24%–36% depending on municipality) |
| VAT (Umsatzsteuer) | 19% standard / 7% reduced |
| VAT small-business threshold (domestic) | €25,000 prior year / €100,000 forecast current |
| Minimum share capital (GmbH) | €25,000 (€12,500 paid up at registration) |
| Minimum share capital (UG "Mini-GmbH") | €1 (paid in full) |
| Minimum directors / shareholders | 1 managing director, 1 shareholder (can be the same person, can be a non-resident) |
| Residency requirement | None in law; German-resident MD often helps with banking |
| Standard formation time | 2 to 6 weeks (notary to Handelsregister entry) |
| Government fees | Included in our packages |
| Language of filings | German (notarial deed must be in German; sworn translation on request) |
| Currency | Euro (EUR) |
Why Form a Company in Germany
Germany is 25% of EU GDP. A German company sits inside the largest single consumer market in Europe and the deepest B2B industrial supply chain on the continent. Three reasons foreign founders pick it.
Germany is rarely the only EU option on the table. Our guide to company formation in Europe compares it with the alternatives, and the all 27 EU states comparison puts the capital, tax and timing numbers side by side.
The GmbH is a trust-badge. German suppliers, distributors, landlords, and banks default to "GmbH" as a proxy for a serious, capitalised counterparty. Over a century of case law under the GmbHG (the GmbH Act of 1892, last major overhaul in 2008) gives directors and shareholders a predictable rulebook. Counterparties recognise a GmbH without asking questions they ask of an offshore company.
EU access is full. A German company is an EU company. Parent-Subsidiary Directive relief on outbound dividends, Interest and Royalty Directive relief, freedom of establishment, single-market VAT via OSS — all apply. For non-EU groups needing a substantive EU holding or operating presence, Germany is a natural choice alongside the Netherlands and Luxembourg.
Public funding and incentives are real. KfW development bank programmes, state-level (Länder) investment grants, the Forschungszulage R&D tax credit (25% on qualifying wage costs, raised in 2024 under the Wachstumschancengesetz), and regional subsidies for structurally weak areas make Germany competitive on effective cost despite the nominal ~30% tax rate.
The trade-off is bureaucracy and tempo. A GmbH cannot be formed in 24 hours. Notarisation is mandatory for the articles, the Handelsregister entry takes one to three weeks, and traditional German banks move slowly on non-resident-controlled foundations. Realistic end-to-end is 3 to 4 weeks for a clean file.
Company Types Available in Germany
German corporate law gives you eight recognised forms. The first two cover almost every cf24 client.
GmbH (Gesellschaft mit beschränkter Haftung)
The default limited liability company. Minimum share capital €25,000, with €12,500 paid up at registration. Limited liability for shareholders up to the value of their shares. One or more managing directors (Geschäftsführer) who need not be German residents. Mandatory notarisation of the articles and of any share transfer. Annual filings: financial statements to the Unternehmensregister, trade tax and CIT returns, VAT returns. Statutory audit only for medium and large companies under § 267 HGB — small GmbHs (turnover ≤ €12m, balance sheet ≤ €6m, 50 employees — two of three) are exempt.
What does GmbH mean?
GmbH stands for Gesellschaft mit beschränkter Haftung, German for company with limited liability. It is the German private limited company under the GmbHG of 1892 and the direct counterpart of a UK Ltd or a US LLC. Shareholders risk only their contributions. Foreign subsidiaries, Mittelstand firms and holding companies use it; the UG is its low-capital variant.
UG (haftungsbeschränkt) — "Mini-GmbH"
A GmbH variant introduced in 2008 to compete with the UK Ltd. Minimum share capital €1, paid in full at registration (no in-kind contributions). Limited liability identical to the GmbH. Catch: until the company has built up €25,000 of equity through retained profits, at least 25% of annual net profit must be allocated to a statutory reserve. Once the €25,000 threshold is reached, the UG can be converted into a full GmbH or continue as a UG without the reserve requirement. Suitable for bootstrapped startups with tight cash and no immediate need to signal capital depth to counterparties.
AG (Aktiengesellschaft)
The stock corporation. Minimum share capital €50,000. Two-tier governance: management board (Vorstand) plus supervisory board (Aufsichtsrat). Heavier governance, quarterly reporting, and mandatory audit. For listing, large unlisted groups, or regulated businesses (insurance, banking). Rarely the right choice for a first German entity.
GmbH & Co. KG
A hybrid: a KG (limited partnership) whose general partner is a GmbH. Result: limited liability (the GmbH absorbs the unlimited-liability role), plus partnership tax treatment for the KG level — no corporate income tax on the KG; partners are taxed on their share of profits. Widely used for Mittelstand family businesses, real estate vehicles, and tax-sensitive holding structures.
OHG (Offene Handelsgesellschaft) and KG (Kommanditgesellschaft)
General and limited partnerships. OHG: two or more partners with unlimited joint liability. KG: one or more general partners with unlimited liability plus limited partners whose exposure is capped. Partnership tax treatment. Limited cf24 use cases beyond specific family-business and fund structures.
GbR (Gesellschaft bürgerlichen Rechts)
Civil law partnership. Under the Modernisation of Partnership Law Act (MoPeG), in force since 1 January 2024, the GbR now has statutory legal capacity and can be entered into a new dedicated company register (eGbR). Used for professional partnerships, joint ventures, and informal co-operations where a full commercial form is disproportionate.
Branch (Zweigniederlassung)
A foreign company's registered branch. Not a separate legal person. Requires Handelsregister entry and Gewerbeanmeldung. Useful where you specifically need the parent's balance sheet on German contracts; rarely the right choice for a new venture.
| Form | Min capital | Liability | Tax treatment | Common use |
|---|---|---|---|---|
| GmbH | €25,000 (€12,500 paid) | Limited | CIT + trade tax | SMEs, subsidiaries, operating cos |
| UG | €1 paid in full | Limited | CIT + trade tax | Bootstrapped startups |
| AG | €50,000 | Limited | CIT + trade tax | Listed, large unlisted |
| GmbH & Co. KG | €25,000 (on the GmbH) | Limited in effect | Partnership (no CIT at KG) | Mittelstand, real estate |
| OHG / KG | None statutory | Unlimited / mixed | Partnership | Joint ventures, funds |
| GbR | None | Unlimited | Partnership | Civil partnerships |
| SE | €120,000 | Limited | CIT + trade tax | Cross-border groups |
| Zweigniederlassung | n/a | Parent's | Parent + DE on DE source | Foreign branch |
For founders who cannot wait 3 to 4 weeks for Handelsregister entry, consider a ready-made German GmbH — a pre-incorporated dormant entity transferable by notarial deed within days.
Step-by-Step Formation Process
The end-to-end timeline assumes a standard GmbH with a non-resident managing director, formed on the standard protocol. As your formation agent in Germany, we coordinate the notary and the filing on your behalf. The entry is made in the Handelsregister, the German commercial registry kept by the local Amtsgericht (registry court). Setting up a company in Germany from abroad changes nothing; the video notarisation replaces the trip.
- Name clearance. We run the proposed name through the local Industrie- und Handelskammer (IHK) to confirm availability, distinctiveness, and absence of misleading terms. Reserved terms ("Bank", "Versicherung", "Treuhand") need regulator approval. Two or three alternatives are normal.
- Documentation pack. We draft the Gesellschaftsvertrag (articles of association), Gesellschafterliste (shareholder list), appointment resolution for the Geschäftsführer, and — for a single-shareholder standard GmbH or UG — the simplified "Musterprotokoll" standard protocol if the structure fits. You provide certified passport plus address proof for each shareholder, UBO, and managing director.
- Notary appointment. The articles, share allocation, and director appointment are notarised by a German notary (Notar). Since August 2022, cash-foundation GmbH and UG notarisations can take place by video link under § 2 para. 3 BeurkG, removing the need to travel to Germany for most non-resident founders. In-kind contributions and mixed foundations still require in-person notarisation.
- Capital contribution account. The notary's deed triggers the bank: at least €12,500 is transferred into a dedicated capital account. The bank issues an Einzahlungsbestätigung confirming the deposit. Traditional banks (Sparkasse, Commerzbank, Deutsche Bank) issue these; most EMIs do not — choice of bank at this stage matters.
- Handelsregister filing. The notary files the company electronically with the local Amtsgericht (Handelsregister). Processing at the register takes between 1 and 3 weeks in most jurisdictions; Berlin and Munich sit at the longer end, smaller Amtsgerichte move faster. The company is legally formed on entry (eintragung).
- Trade registration and tax. Within 14 days of starting operations the Gewerbeanmeldung is filed at the local Gewerbeamt. The Fragebogen zur steuerlichen Erfassung is then filed with the Finanzamt — the tax questionnaire that triggers issuance of a corporate tax number, trade tax number, and VAT ID (USt-IdNr.) via the Bundeszentralamt für Steuern (BZSt). The VAT ID typically arrives within 4 to 6 weeks.
- Transparenzregister. Beneficial owners — natural persons holding more than 25% or otherwise exercising control — must be registered with the Transparenzregister. Late or false filings carry penalties up to €150,000 under the GwG.
Realistic end-to-end: 3 to 4 weeks from engagement to Handelsregister entry and a working business bank account. Same-day express options do not exist in German company law — the register has its own pace.
How to register a company in Germany in 2026
Registration means one notarial deed and one court entry, in a step-by-step order fixed by the GmbHG. Notarise the articles and the director appointment. Pay at least €12,500 of share capital into the capital account. The notary files with the Amtsgericht, and the Handelsregister entry creates the company. Trade, tax and Transparenzregister filings follow.
Formation agent versus self-filing: who does what
The notary files, we do the rest. We clear the name with the IHK, draft the Gesellschaftsvertrag and Gesellschafterliste, book the notary and open the capital account. After entry we file the Gewerbeanmeldung, the Fragebogen zur steuerlichen Erfassung and the Transparenzregister entry, then hand the ledger to a Steuerberater. Founders filing alone use handelsregister.de to read the register, ELSTER for every Finanzamt form, transparenzregister.de for owners and their city's online Gewerbeanmeldung.
The Notary Step in German GmbH Formation
No GmbH exists without a notary. Section 2 of the GmbHG requires the articles of association to be notarised, and section 15 extends the same form to every later share transfer. The notary (Notar) holds a public office. They verify identity and legal capacity, read the deed aloud, explain the articles and the Gesellschafterliste, and certify the appointment of the Geschäftsführer. They then file the registration application electronically with the Amtsgericht. Since August 2022, cash foundations can be notarised by video link under section 2 paragraph 3 BeurkG; in-kind contributions still need an appointment in Germany.
Notary costs are not negotiated. They follow the statutory scale of the Court and Notary Costs Act (GNotKG), which sets the fee by the transaction value, normally the share capital. A GmbH formed with a larger capital sits on a higher step than one at the statutory minimum. The same scale applies in Berlin, Munich or a small Bavarian town. The Musterprotokoll route bundles articles, shareholder list and director appointment into one deed, which keeps the bill down. Our packages include the notary fee at the applicable scale value.
Handelsregister Entry for Foreign Founders
The Handelsregister is the German commercial register, kept in section B for GmbHs and UGs by the Amtsgericht of the company's seat and searchable online at handelsregister.de. A non-resident founder does not file anything personally: the notary submits the application electronically after the deed is signed and the capital account confirmation (Einzahlungsbestätigung) is in hand. Germany issues no certificate of incorporation; the certified Handelsregister extract (Handelsregisterauszug) is the document banks and counterparties ask for.
Paperwork for foreigners is about form, not permission. A passport or EU ID identifies each individual founder and Geschäftsführer. Corporate founders prove their existence and authority with a current commercial extract, register of directors and a board resolution. Those papers are apostilled under the 1961 Hague Convention (consular legalisation elsewhere) and translated into German by a sworn translator. Where the founder signs abroad, the power of attorney is notarised and apostilled in the same way. A cash-foundation GmbH or UG can be notarised by video, so the whole file can be produced without a trip.
Timing runs 1 to 3 weeks at the register once the notary files, with Berlin and Munich at the slower end; the company exists as a legal person on entry. The court fee for the entry follows a statutory scale and is included in our packages.
What is a German company registration number (HRB number)?
A GmbH or UG is identified by its Handelsregister number in section B, written as HRB followed by digits, for example HRB 123456 B at the Amtsgericht Charlottenburg for a Berlin company. The number is unique only together with the court name, so both appear on letterheads. Partnerships sit in section A (HRA).
Can a sole shareholder form a GmbH and enter it in the Handelsregister?
Yes. The GmbHG allows a single-member GmbH or UG from day one, and the same person may be the sole Geschäftsführer. A single founder with one director qualifies for the Musterprotokoll, the simplified standard deed described above. The Gesellschafterliste filed with the entry names the sole shareholder, and entry follows 1 to 3 weeks after the notary files.
Required Documents
For each shareholder, managing director, and UBO we need:
- Government-issued photo ID (passport preferred; EU national ID accepted)
- Proof of address dated within the last three months — utility bill, bank statement, or government letter
- Date of birth, nationality, place of birth, occupation, and current residential address
- Tax identification number (TIN) from country of residence
- For corporate shareholders: certificate of incorporation, register of directors, current commercial extract, list of UBOs, and a certified board resolution authorising the German subsidiary
You also confirm the registered office address (we provide one in Berlin, Munich, or Frankfurt if you do not have a German address), the share structure, the business purpose (Unternehmensgegenstand), and the initial managing director(s).
Foreign corporate documents must be in German or translated by a sworn translator (beeidigter Übersetzer), and apostilled under the 1961 Hague Convention where the issuing country is a signatory. For non-Hague countries consular legalisation applies. Apostille and sworn translation are included in our international packages.
Formalities the notary and the registry court check
Section 8 GmbHG fixes the attachments to the registration application: the notarised articles, the Gesellschafterliste, the resolution appointing the Geschäftsführer and, for in-kind contributions, a Sachgründungsbericht. The managing directors also give two assurances. First, that the cash contributions are paid and at the company's free disposal (paragraph 2), supported by the Einzahlungsbestätigung. Second, that no bar under section 6 paragraph 2 applies. The application states a domestic business address (inländische Geschäftsanschrift), so the registered office is booked before the notary appointment.
Costs and Timeline
German formation has three fixed cost blocks: notary fees (regulated by the GNotKG — notary fees scale with share capital, so a €25,000 GmbH costs more than a €1 UG), court fees for the Handelsregister entry, and our professional fee for drafting, coordinating, filing, and tax and banking registrations.
Our packages cover the full incorporation, IHK name clearance, articles drafting (standard protocol or custom), notary appointment and coordination (in-person or online video), capital account introduction, Handelsregister filing, Gewerbeanmeldung, Finanzamt tax registration, VAT ID application, Transparenzregister filing, and a German business bank account introduction. Contact us for a fixed-price quote — no hourly billing, no government surcharges invoiced later, no hidden notary supplements.
Typical timeline from KYC clearance:
| Day | Milestone |
|---|---|
| 0 | Engagement, KYC submitted |
| 1–3 | KYC cleared, articles drafted, foreign documents translated and apostilled |
| 4–7 | Notary appointment (online or in-person), deed executed |
| 7–10 | Capital contribution account opened, €12,500 deposited |
| 10–14 | Notary files with Handelsregister |
| 14–28 | Handelsregister entry issued |
| 21–35 | Gewerbeanmeldung, Finanzamt questionnaire, VAT ID application |
| 28–42 | VAT ID issued; operating bank account opened |
Build in more time for complex shareholder structures, in-kind contributions, or regulated business activities (Erlaubnispflicht under the GewO).
GmbH formation costs breakdown
The breakdown below lists every cost line and who sets it; amounts depend on the share capital and the city, so we quote each file individually.
| Cost line | Set by | In our package |
|---|---|---|
| Notary fee for the founding deed, Gesellschafterliste and director appointment | GNotKG statutory scale, by share capital | Yes |
| Court fee for the Handelsregister entry | Statutory scale, charged by the Amtsgericht | Yes |
| Share capital deposit | Not a cost: the money stays in the company | n/a |
| Sworn translation and apostille of foreign documents | Translator tariff and issuing authority | Yes, international packages |
| Registered office in Berlin, Munich or Frankfurt | Market rate | Optional |
| Gewerbeanmeldung fee | Municipal Gewerbeamt | Yes |
| IHK membership contribution | Compulsory for every GmbH, assessed annually by the local IHK | Runs from year one |
How much does it cost to register a company in Germany?
Five components, one fixed quote. The notary fee follows the GNotKG scale by share capital. The Amtsgericht charges a court fee for the Handelsregister entry. The €25,000 share capital (statutory minimum, half paid up) is not a cost; it stays in the company. Add a registered office if you lack a German address, plus our package for drafting and filings.
Tax Overview for German Companies
German corporate taxation is a two-layer system — federal corporate income tax plus municipal trade tax. Add VAT and targeted withholding rules and you have the full picture.
Corporate Income Tax (Körperschaftsteuer): 15% (rate applicable in 2026) on taxable profits, plus a solidarity surcharge of 5.5% of the CIT (so effective CIT is 15.825%). The 2025 investment package legislates a cut of one percentage point per year from 2028, reaching 10% in 2032. The solidarity surcharge on corporate profits has not been abolished; the 2021 reform only removed it for most individual taxpayers.
Trade Tax (Gewerbesteuer): every company with a permanent establishment in Germany pays a municipal trade tax. The base rate is 3.5% of taxable trade income. Each municipality then applies its own multiplier (Hebesatz), set by the city council, ranging from around 200% (small Bavarian and Brandenburg communes) up to 580% or more in parts of the Ruhr. Berlin sits at 410%, Munich at 490%, Frankfurt at 460%. A €1m trade income in Munich produces trade tax of roughly €171,500, on top of CIT. For low-tax seat planning, municipalities such as Monheim, Grünwald, or Gemeinden in Brandenburg offer multipliers in the 240–280% range.
Combined effective company tax therefore lands between 24% and 36% depending on municipality. Most urban seats produce a combined rate around 30–33%.
VAT (Umsatzsteuer): 19% standard, 7% reduced (foodstuffs, books, public transport, hospitality). The domestic small-business threshold sits at €25,000 previous-year turnover and €100,000 forecast current year — below this, the Kleinunternehmerregelung waives VAT. Foreign suppliers of B2C services into Germany register from the first euro under standard or OSS rules.
Withholding tax. Outbound dividends to non-residents attract 25% + 5.5% solidarity = 26.375%, reduced to 0% for EU corporate shareholders holding ≥10% for 12 months under the Parent-Subsidiary Directive, and usually to 5% or 15% under Germany's double-tax treaty network (nearly 100 treaties). Interest is generally 0% WHT to non-residents — with exceptions for convertible and profit-sharing bonds (25% + solidarity). Royalties are 15.825%, with 0% under the EU Interest and Royalties Directive for qualifying EU recipients.
Capital gains on the sale of subsidiary shares are 95% exempt under § 8b KStG for corporate shareholders (effective tax ~1.5%). This makes Germany a workable holding jurisdiction for corporate groups, though Luxembourg and the Netherlands are usually more aggressive for pure holding SPVs.
E-invoicing: mandatory from 2025 onwards. Since 1 January 2025, every German B2B company must be able to receive structured e-invoices (XRechnung or ZUGFeRD 2.1+). Paper and PDF issuance remains permitted through 2026 as a transition. From 1 January 2027, companies with prior-year turnover above €800,000 must issue e-invoices. From 1 January 2028, issuance is mandatory for all B2B turnover. We include e-invoicing setup in our accounting packages.
R&D tax credit (Forschungszulage) was expanded under the 2024 Wachstumschancengesetz: 25% credit on qualifying wage costs, with the basis cap raised to €10 million per year and subcontracted research partially eligible.
How does corporation tax registration work for a new GmbH?
Corporation tax registration starts with the Fragebogen zur steuerlichen Erfassung, filed through ELSTER with the Finanzamt of the seat within one month of the notarial deed. The Finanzamt issues the Steuernummer and sets quarterly Körperschaftsteuer advances, due on 10 March, 10 June, 10 September and 10 December, from the profit forecast in the questionnaire. Trade tax advances fall on 15 February, 15 May, 15 August and 15 November.
Banking for German Companies
German banking for companies splits clearly along two axes: does the bank accept non-resident-controlled companies, and does it issue the capital contribution certificate (Einzahlungsbestätigung) required for Handelsregister entry.
Commerzbank is the Mittelstand corporate bank of reference. Full English service on the international desk, good at SME-sized GmbHs, issues the Einzahlungsbestätigung. Onboarding for non-resident-controlled companies is conservative and typically wants a German-resident or EU-resident managing director. Fees mid-range.
Deutsche Bank handles larger corporate mandates and offers Deutsche Bank International for cross-border structures. Slow on small new-formation GmbHs with non-resident founders; better if your structure includes a €250k+ operating balance or multi-entity group banking.
HypoVereinsbank (UniCredit Group) is often more open to international shareholder structures than the two domestic majors, thanks to its Italian parent's cross-border footprint. Issues the Einzahlungsbestätigung and works well for EU-cross-border GmbHs.
Sparkasse — the network of public savings banks, over 300 of them — is the dominant small-business bank. Each Sparkasse is a separate legal person with its own onboarding policy. Decisions turn heavily on whether the company and its directors sit in the Sparkasse's Kreis (district). For non-resident founders, choosing an office location inside a business-friendly Sparkasse's footprint is a practical lever.
N26 Business (a German-licensed digital bank) and Qonto (a French-German EMI with strong DE coverage) handle most new-economy GmbHs and UGs. N26 takes freelance and solopreneur UGs readily; Qonto has become the default second bank for tech startups and offers a dedicated GmbH foundation account flow with a partner bank that issues the Einzahlungsbestätigung. Finom, Holvi (Finnish), and Kontist cover other niches.
Wise Business is useful for multi-currency operations and sits on top of a GmbH's primary German bank, but Wise does not currently issue the Einzahlungsbestätigung required to deposit share capital for a GmbH foundation. For that step, a licensed bank is needed — we coordinate with Commerzbank, HypoVereinsbank, or a business-friendly Sparkasse as part of our formation packages.
Capital deposit rules and what the bank asks for
Section 7 paragraph 2 GmbHG requires a quarter of each share and at least €12,500 in total before the notary files; a UG pays its capital in full. Once entered, the deposit is working capital. Banks open the capital account against the notarised deed, the Gesellschafterliste, passports and proof of address for each Geschäftsführer and beneficial owner, and a description of the planned business.
Hiring Employees in Germany
The first hire triggers fixed registrations. The company obtains a Betriebsnummer from the Bundesagentur für Arbeit and reports each employee to their Krankenkasse, which collects the whole social security contribution. Wage tax (Lohnsteuer) is withheld from every salary and remitted to the Finanzamt through ELSTER by the 10th of the following month. Contributions are split roughly equally: pension insurance 18.6%, unemployment 2.6%, health 14.6% plus the fund's supplementary rate, long-term care 3.6%, giving an employer share of about 21% of gross salary. Accident insurance through the Berufsgenossenschaft is paid by the employer alone.
The statutory minimum wage is €13.90 per hour from 1 January 2026 and €14.60 from 1 January 2027. The Nachweisgesetz requires the essential contract terms to be documented for the employee. The Bundesurlaubsgesetz grants at least 20 paid holiday days on a five-day week. Non-EU staff need a residence permit that allows employment, most often the EU Blue Card under section 18g AufenthG.
Compliance and Reporting Obligations
A GmbH reports to three bodies: the Unternehmensregister for accounts, the Finanzamt for returns and the Transparenzregister for owners. A small GmbH under section 267 HGB discloses only its balance sheet and notes.
| Obligation | Deadline |
|---|---|
| Adoption of annual accounts by the shareholders | 8 months after year end; 11 months for a small GmbH |
| Disclosure of accounts in the Unternehmensregister | 12 months after year end |
| Corporate income tax, trade tax and annual VAT returns | 7 months after year end; extended when filed by a Steuerberater |
| Advance VAT returns (Umsatzsteuer-Voranmeldung) | 10th of the following month, monthly or quarterly |
| Transparenzregister | Update without delay after any change of beneficial owner |
Late disclosure triggers an Ordnungsgeld procedure run by the Bundesamt für Justiz, which fines the company after a six-week warning.
Register updates, record-keeping and the insolvency filing duty
Every change of Geschäftsführer, address or articles reaches the Handelsregister through a notary (section 12 HGB). After a share transfer the notary files a new Gesellschafterliste under section 40 GmbHG, and the Transparenzregister follows. Books stay ten years under section 257 HGB. Section 15a InsO obliges the Geschäftsführer to file for insolvency within three weeks of illiquidity or six weeks of over-indebtedness; a missed deadline is a criminal offence.
Forming a German Company as a Non-Resident
A non-resident can be the sole shareholder and sole Geschäftsführer of a GmbH or UG. The GmbHG sets no nationality or residency requirement, and that includes founders from outside the EU. A US, UK, Indian or Gulf national needs no visa to own or direct a German company, only to live and work there. A German-resident managing director is optional; it smooths banking, and we can arrange a resident point of contact where needed.
Each non-resident founder provides a passport, proof of address under three months old and a tax identification number from the country of residence. Corporate shareholders add a commercial extract, register of directors, UBO list and board resolution, apostilled and translated by a sworn translator. The Handelsregister section above covers the mechanics.
Overseas founders come mainly from India, the UK, the US, Singapore and the UAE. India, the UK, the US and Singapore are Hague Apostille members. The apostille comes from the Ministry of External Affairs, the FCDO Legalisation Office, the Secretary of State of the issuing state and the Singapore Academy of Law respectively. The UAE is not a Hague member, so UAE documents go through Ministry of Foreign Affairs attestation and then legalisation at the German mission in Abu Dhabi or Dubai.
Owning a GmbH gives no right to live in Germany. A non-EU founder who wants to move applies separately for a residence permit for self-employed activity under section 21 of the Residence Act (AufenthG). The permit is assessed on the economic interest in the business and its financing. Citizens of the UK, the US, Canada, Australia, Japan, South Korea, Israel and New Zealand may file that application after entering visa-free; other nationals apply at the German embassy first. We form the company and refer permit questions to immigration counsel.
A visit is unnecessary for a cash-foundation GmbH or UG: the notary appointment runs by video, and the notary files the entry. The capital account is the friction point for a non-resident. Commerzbank, HypoVereinsbank and business-friendly Sparkassen issue the Einzahlungsbestätigung but apply conservative KYC; Qonto's foundation flow works through a partner bank, and Wise cannot be used for the deposit.
Frequently Asked Questions
How long does it take to form a GmbH in Germany?
A clean standard GmbH file from notary to Handelsregister entry takes 2 to 6 weeks, with 3 to 4 weeks typical. Notarisation happens within days — the wait is at the Amtsgericht, which processes register entries in 1 to 3 weeks depending on city. Add another 1 to 2 weeks for the VAT ID to arrive from the BZSt. End to end, plan on roughly 4 weeks from engagement to a trading company.
Can a foreigner set up a GmbH in Germany?
Yes. German company law imposes no residency or nationality requirement on shareholders or managing directors. A non-resident foreigner can be the sole shareholder and sole Geschäftsführer of a GmbH. Practical friction shows up at two stages — notarisation (solved by the video-notary option introduced in August 2022 for cash foundations) and at the capital account bank, where German-resident MDs face less onboarding friction.
What is the minimum share capital for a GmbH?
The statutory minimum is €25,000 for a GmbH, with at least €12,500 paid in cash before registration with the Handelsregister. The balance is a receivable of the company against its shareholders and must be paid in when called. For founders with tighter cash, the UG (haftungsbeschränkt) requires only €1 paid in full — but at least 25% of annual net profit must be allocated to a statutory reserve until the company's equity reaches €25,000.
What is the difference between a GmbH and a UG?
Both are limited liability companies under the same GmbHG rules. A GmbH needs €25,000 minimum capital with €12,500 paid up; a UG can be formed with €1 paid in full. The UG must retain 25% of annual profit as a statutory reserve until equity reaches €25,000, and it must use the full "UG (haftungsbeschränkt)" suffix in its name. Once the €25,000 threshold is reached, most UGs convert to full GmbH status by notarial deed.
What taxes does a GmbH pay?
A GmbH pays corporate income tax (Körperschaftsteuer) at 15% plus a 5.5% solidarity surcharge, giving effective CIT of 15.825%. It also pays municipal trade tax (Gewerbesteuer) at 3.5% base × the local multiplier (200%–900%). Combined effective company tax is around 30%, ranging from 24% in low-multiplier municipalities to 36% in high-multiplier cities. VAT of 19% applies to most supplies.
Can I form a GmbH online without visiting Germany?
For a straightforward cash-foundation GmbH or UG, yes. Since 1 August 2022, § 2 para. 3 BeurkG permits notarisation by video link for cash foundations and certain share transfers. The founder joins the notary over a secure video platform using a German eID-compatible identification. In-kind contributions, mixed foundations, and some restructurings still require in-person notarisation in Germany.
Do I need a German-resident managing director?
The law does not require one. In practice, German business banks, tax advisors, and the Finanzamt prefer to see at least one German- or EU-resident contact to accelerate onboarding and correspondence. For purely remote non-resident founders, we can arrange a compliant resident point-of-contact role — not a nominee — that satisfies banking and tax workflow without compromising ownership or control.
Get Started — Form Your German Company
A fixed-price quote in 60 seconds. Notary coordinated, capital account opened, Handelsregister filing handled, tax and VAT registrations done. Typical GmbH is up, registered, and operating within 3 to 4 weeks.
Call +48 2222 5 2222 or email info@companyformation24.com to start. We work with founders in English, German, Polish, and Russian.
Content prepared by Piotr Walter, In-house Counsel. Approved by Tomasz Bielski, Managing Director.
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