Germany - GmbH Company Incorporation

Germany Company Incorporation

 

Germany key points

  • Time - only 1-2 weeks to incorporate your company
  • Cost - a German company will cost £3290
  • Directors - only one director of any nationality, is necessary for your company
  • Directors - a director must travel to Germany to finalise the incorporation
  • Shareholders - only one shareholder of any nationality, is required
  • Shareholders - 100% foreign shareholders allowed
  • Share Capital - the share capital requirement for a GmbH is €25,000
  • Support - using our 20 years experience we guide you throughout every step of the company formation process

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.

Documents and Information

To start incorporating your company in Germany we require the following:

  • Your Company Name
  • The Director/s full name, date of birth, address and nationality
  • The Shareholder/s full name and address

Documents you are required to provide:

  1. Proof of identity. Either passport, national identity card, photographic driving licence
  2. Proof of residential address. Gas/electricity bill or credit/debit card bank statement dated within the last 3 months

Incorporating your Gesellschaft mit beschränkter Haftung (Gmbh)

  • We register the proposed company name at the local Chamber of Industry and Commerce
  • We draft the articles of association and the foundation agreement, which are then filed with the local Trade Register
  • We provide assistance with opening a bank account and depositing the share capital
  • We then notify the local trade register of the establishment of the business

Company Name

The name of a GmbH must be derived from the surname of one or all of its shareholders. Alternatively, it must contain a component from which the object or nature of business may be sufficiently inferred, and readily comprehensible to outsiders. The company name may contain a mixture of both the surnames of the shareholder(s) and the nature of the business. Other than that, one may choose to add an imaginary designation. Further demanded by law is an indication of the corporate form, in this case the German equivalent for a private company limited by shares, 'Gesellschaft mit beschränkter Haftung' ,or 'GmbH'.

The company name will be checked with the Chamber of Commerce and Industry. The objects of the proposed GmbH may require official approval. We then need confirmation from the German Trade Register, the 'Handelsregister'. There are more than 400 local trade registers in Germany, as well as several Chambers of Commerce and Industry.

In normal cases, the suffix 'Gesellschaft mit beschränkter Haftung' or the abbreviation GmbH must always be appended to the company designation.

Directors

  • Directors may be of any nationality and may reside anywhere
  • Only one director is required
  • There is no requirement to appoint a local resident director

Shareholders

  • Shareholders may be of any nationality and may reside anywhere
  • Only one shareholder is required. This can be the same person as the director
  • No upper limit to the number of shareholders
  • Nominee shareholders are allowed. Formacompany can provide this service

Share Capital

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

With a ordinary GmbH, share capital must total a minimum of €25,000 and be divisible into shares with a minimum face value of €100. Capital contributions may be made either in the form of cash subscription, or in the form of investments in kind. When incorporating, your bank account must be opened immediately after signing the deed of incorporation with the notary, and the share capital must be deposited into the account. Also, a bank statement showing the amount of capital used for the company incorporation needs to be filed with the Court of Registration, along with the Company Statutes.

Formacompany & Co Ltd
11 Church Road
Great Bookham
Surrey
KT23 3PB
UK