Germany - GmbH Company Incorporation

Company Type	Time to Incorporate	Cost
GmbH	6-8 weeks	£2890

Gesellschaft mit beschränkter Haftung - GmbH

The GmbH is the most common form of incorporated company in Germany. This is effectively the same type of company as the Spanish SL, the French Sàrl, the Dutch BV or the Private Limited Company in the UK.

You can incorporate your GmbH with one or more persons (individuals or corporate entities) and requires a minimum share capital of €25,000. A GmbH company can start with €1 share capital, with a special start-up category of GmbH, called a Haftungsbeschränkte Unternehmengesellschaft or Limited Liability Entrepreneurial Company, for a period, while the GmbH share capital is raised

We will draft the Articles of Association / Statutes of the company. These statutes will include the company name, registered office and the objects of the company and the amount of the contribution from each shareholder.

Shareholders

There is no requirement for a minimum number of shareholders and it is possible to incorporate a one person GmbH.

The shareholders of a limited liability company (GmbH) can be individuals and legal entities, including foreign ones.

Share Capital

Share capital of a limited liability company (GmbH) must be at least €25,000.

The company can start its existence as a (UG), an entrepreneurial company, with a minimum of one euro of share capital. Companies formed in such a way, are expected to become proper GmbH companies, once they have raised the required €25,000.

Company Name

The company name is the name in which a Limited Liability company (GmbH) is entered in the Commercial Register and with which it transacts business. The company name of a limited liability company (GmbH) can include the object of the business (non-personal company name), the name of one or more of the proprietors (personal company name) or freely invented suffixes. Combined versions are also possible, the company name including the subject of the business (non personal company-name) must always contain an individualising suffix.

In normal cases, the suffix 'Gesellschaft mit beschränkter Haftung' or the abbreviation GmbH must always be appended to the company designation. In cases where the company has formed as a UG, the suffix 'Unternehmensgesellschaft' must be used, until the company becomes a full GmbH.

Memorandum and Articles

Memorandum & Articles of a limited liability company

The Articles must include the following details:

Company name, registered office, object of business, amount of share capital, amount payable by each proprietor as his share of the proprietors capital.

Otherwise Articles can be drafted reasonably freely. But it is advisable to cover the following areas in the Memorandum & Articles: duration of company, appointment of managers, extent of representative powers of managers, convocation of general meeting, allocation of votes, disposals of shares, inheritance of shares, production of annual accounts, allocation of profits, repurchase of shareholdings, departures and disputes, formation costs, exemption from ban on managers contracting with themselves,

Object of business

A company can be established for any legally admissible purpose. The object of business has to be clearly stated in the Memorandum and Articles.

Shareholders capital and Shareholders capital contributions

Capital contributions of varying amounts can be made by the shareholders to make up the share capital. However a capital contribution must be at least €100. and must be divisible by 50.

Shareholders contributions can be in cash or in the form of non-cash contributions. In the case of a non-cash formation the shareholder must furnish a report justifying the underlying valuation of their contribution.

Entry in the Commercial Register

Entry in the Commercial Register must be notified to the relevant District Court in writing by the directors and the signature and the formal style used by the company must be duly certified by a notary.

Entry in the Commercial Register must include the company name, its registered office, object of the company, amount of proprietors’ capital, date on which the shareholders’ agreement was concluded, personal details of directors and their powers of representation.

An annexe to the notification must also include the following:

• The shareholders’ agreement in notarially certified form
• A list of shareholders countersigned by the directors

Entries in the Commercial Register must be published in the Federal Gazette and in at least one other paper.

Management of a limited liability company (GmbH)

A manager must be an individual. A foreigner or a German national living permanently abroad can be appointed as manager.

Do I need to visit Germany?

No, Powers of Attorney can be signed with a Notary in the majority of German embassies and consulates around the world, so that you can appoint us to incorporate your company and open your bank account for you.

Incorporating a Business in Germany