Germany - Gesellschaft mit beschränkter Haftung (Gmbh)
Gesellschaft mit beschränkter Haftung translates to “company with limited liability” and, like limited companies in the UK, a GmbH is a legal entity that is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a GmbH are liable to lose only the value of the share capital to which they subscribe.
Germany’s business sector is renowned for its technical, engineering and automotive industries and, with its, stable economy and well-developed financial and banking markets it remains an attractive jurisdiction for foreign investors to looking to incorporate in Europe.
A German GmbH name can be in any language and it will need to end with the suffix GmbH. Having submitted the name of your company to us, we obtain approval from the Handelsregister. We can then reserve and hold your proposed company name for up to ten days.
It is a requirement that a German GmbH must have a registered agent and a registered address where all official correspondence will be sent. This is provided as part of our incorporation service.
A German company requires only one person to act as a director. This person may be of any nationality and may be a corporate entity. Director names are filed on the public register.
A German company requires only one person to act as a shareholder, shareholders may be of any nationality and corporate entities are allowed, there is a no upper limit to the number of shareholders. Shareholder names are filed on the public register.
The standard authorised share capital requirement for a GmbH is €25,000. With an ordinary GmbH, the minimum share capital is €25,000 and it must be divisible into shares with a minimum face value of €100. It is possible to form a mini GmbH (UG Company) which has a lower paid-up share capital. Please visit UG companies for more information.
When incorporating, a bank account must be opened immediately after signing the deed of incorporation with the notary, and the share capital must be deposited into that 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.
A GmbH is required to file an annual return and maintain a register of officers and accounts. In some instances an audit can be expected.
It takes from one to two weeks to incorporate a new company from the date we receive your proofs of address and identity.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
It is necessary to visit Germany to open a bank account and to deposit the paid up share capital.