Last reviewed April 2026 by Anna Modlinska, Company Formation Specialist

Company Formation in Germany — GmbH, UG, AG and More

ShelfCompanies24 has formed German corporate entities for international clients since 1995. We handle every step of the company formation in Germany process — from choosing the right legal form through to your first Handelsregister extract and active VAT number — on a single fixed-fee contract. No hourly notary bills, no surprise Finanzamt filings, no piecemeal invoicing.

One-figure cost

No hidden fees. A single payment covers notary, Handelsregister, Stammkapital-account opening, tax registration and our service fee.

One-stop-shop

Company formation plus virtual office plus banking plus a curated Steuerberater introduction — under one roof.

Speed & customer service

Fast-track notarization, proactive status updates and a dedicated German-speaking case manager.

Fully remote

Since 1 August 2022, GmbHs can be formed online via video-notarization. No travel required for most clients.

Burden is ours

We draft the Gesellschaftsvertrag, coordinate the Notar, chase the Handelsregister court and deliver the finished file to your inbox.

Which German Company Type Should You Choose?

Pick the legal form that matches your capital, your ownership structure and your liability tolerance. The three workhorses are the GmbH, the UG (haftungsbeschränkt) and — for listed or capital-raising projects — the AG.

GmbH — Gesellschaft mit beschränkter Haftung

The GmbH is Germany’s default limited-liability company and represents more than 90% of newly incorporated corporate entities every year. It’s governed by the GmbH-Gesetz (GmbHG) and supervised through the Handelsregister.

  • Stammkapital: minimum €25,000, of which at least €12,500 must be paid in cash at the moment of formation. The remainder can be paid in within five years.
  • Shareholders (Gesellschafter): minimum one. Can be natural persons or legal entities, resident anywhere in the world.
  • Managing directors (Geschäftsführer): minimum one. No German residency requirement; non-EU directors just need to be able to act abroad.
  • Share nominal value: each share must be at least €1, freely denominated.
  • Corporate governance: Gesellschafterversammlung (shareholders’ meeting) takes binding decisions; Geschäftsführer handles day-to-day management.

UG (haftungsbeschränkt) — the “Mini-GmbH”

Introduced in 2008 to compete with the UK Ltd, the UG offers the full liability shield of a GmbH at a fraction of the capital requirement.

  • Minimum capital: €1. Yes, literally one euro — although we normally recommend €500–€1,000 to make the company bankable.
  • Profit-reserve rule: the UG must retain 25% of its annual net profit as a statutory reserve until total equity reaches €25,000, at which point the UG can convert into a full GmbH by simple notarial amendment.
  • Branding: the legal form “UG (haftungsbeschränkt)” must appear in full on all commercial documents.
  • Use cases: bootstrapped start-ups, e-commerce test vehicles, intermediate holding entities, freelancer incorporation.

AG — Aktiengesellschaft

The German joint-stock company, governed by the Aktiengesetz (AktG). Minimum share capital is €50,000. The AG has a mandatory two-tier board — Vorstand (management board) plus Aufsichtsrat (supervisory board) — and suits groups planning a stock-exchange listing, wide share dispersion or sophisticated class-of-share arrangements.

GmbH & Co. KG, KG, OHG and Partnerschaftsgesellschaft

Partnerships are still widely used in Germany for family businesses, real-estate holdings and professional services. The GmbH & Co. KG is particularly popular: it combines the tax-transparent character of a limited partnership (KG) with an incorporated general partner (the GmbH), delivering both asset protection and partnership taxation.

Comparison table

Form Min. capital Formation time Best for
GmbH €25,000 (≥ €12,500 paid up) 3–6 weeks SMEs, subsidiaries, holdings
UG (haftungsbeschränkt) €1 2–4 weeks Start-ups, low-capital ventures
AG €50,000 6–10 weeks Listed groups, PE-backed projects
GmbH & Co. KG €25,000 (GmbH) + KG capital 4–8 weeks Family holdings, real estate

Step-by-Step German Company Formation Process

Forming a new German GmbH or UG is a structured process. Our team runs it in parallel threads to compress the timeline wherever the Handelsregister court allows.

1. Strategy call and entity choice

A 30-minute consultation to confirm the legal form, the shareholder structure, the intended business purpose (Unternehmensgegenstand) and the registered office municipality. We also clarify Stammkapital, banking preferences and any residency-permit downstream needs.

2. Name check with the IHK

The proposed company name is pre-screened with the local Chamber of Industry and Commerce (Industrie- und Handelskammer / IHK) to confirm it is distinguishable, not misleading, and compatible with the business purpose. This avoids the Handelsregister court rejecting the name after the Notar has already drafted the deed.

3. Drafting the Gesellschaftsvertrag

We draft the Articles of Association (Gesellschaftsvertrag) in bilingual German-English form. Single-shareholder GmbHs can use the statutory Musterprotokoll (short-form template), which is slightly cheaper. Multi-shareholder or non-standard structures use a tailored long-form Satzung.

4. Notarial certification (notarielle Beurkundung)

All corporate acts — formation, appointment of directors, transfer of shares, amendment of articles — must be notarised by a German Notar. This is the single most important peculiarity of German corporate law. Since 1 August 2022, the notarization can take place through the online video-authentication platform operated by the Federal Chamber of Notaries (Bundesnotarkammer), so founders can sign from anywhere in the world.

5. Stammkapital deposit

Once the deed is notarised, the Geschäftsführer opens a business account with a German bank and deposits the required share capital (≥ €12,500 for a GmbH, ≥ €1 for a UG). The bank issues a Einzahlungsbestätigung (deposit confirmation) that the Notar forwards to the Handelsregister.

6. Handelsregister application

The Notar electronically submits the registration package — articles, directors’ declarations, shareholder list, proof of capital — to the Amtsgericht (district court) that hosts the local Handelsregister. Registration fees are typically around €150 for a standard GmbH or UG. Processing times:

  • Berlin Charlottenburg: 2–4 weeks (Germany’s busiest registry)
  • Munich: 2–3 weeks
  • Frankfurt am Main: 1–3 weeks
  • Smaller district courts: often under 10 working days

7. Tax registration with the Finanzamt

Within four weeks of Handelsregister entry, the Finanzamt sends a tax questionnaire (Fragebogen zur steuerlichen Erfassung). We complete it to obtain:

  • Steuernummer — domestic tax number
  • USt-IdNr. — EU VAT identification number (for intra-Community trade)
  • Gewerbesteuer registration with the municipality
  • Wirtschafts-Identifikationsnummer (W-IdNr.) — the new economic-identification number being rolled out across all German entities

8. Transparenzregister disclosure

All beneficial owners holding > 25% must be filed to the Transparenzregister within days of Handelsregister entry. We handle the filing and the annual refresh.

9. Bank-account activation and operational readiness

The Stammkapital account converts into a regular operating account. We help you open supplementary accounts with challenger banks (Fyrst, Kontist, Qonto, Finom) for faster onboarding and better digital tooling.

Typical Timeline for Company Formation in Germany

Scenario Typical duration
Single-shareholder GmbH using Musterprotokoll 2–4 weeks
Multi-shareholder GmbH, tailored articles 3–6 weeks
UG (haftungsbeschränkt) 2–4 weeks
AG with single founder 6–10 weeks
Ready-made GmbH (shelf company) transfer instead of new formation 3–7 working days

Costs — What You Will Actually Pay

Our all-in German GmbH formation package is typically in the range of €2,500–€4,000 depending on shareholder count and options. For comparison, the line-items if you sourced the service yourself would be:

Line item Typical cost (EUR)
Notary fees — single-shareholder GmbH (Musterprotokoll) €300 – €500
Notary fees — multi-shareholder, tailored articles €800 – €1,500
Handelsregister court fee €150
IHK publication fee €20 – €50
Apostille and certified translation (for non-EU founders) €100 – €400
First-year virtual office + registered address €300 – €1,200
Bank account opening support €0 – €500
Transparenzregister filing €50 – €150
Steuerberater — monthly dormant or micro-SME package €75 – €250 / month

Remote Company Formation in Germany

The Gesetz zur Umsetzung der Digitalisierungsrichtlinie (DiRUG) came into force on 1 August 2022. It authorises German notaries to conduct online formation of a GmbH or UG through a dedicated video-authentication platform run by the Bundesnotarkammer. Since then we have incorporated hundreds of entities without the founders ever boarding a flight.

Practical requirements for online notarization:

  • A passport or EU/EEA identity card with the NFC chip readable by the notary’s system;
  • A laptop or desktop with webcam, microphone and reliable broadband;
  • A smartphone (iOS or Android) to run the Bundesnotarkammer authentication app;
  • In some cases, an apostilled copy of the passport and proof of address for KYC corroboration.

In-kind contributions (Sacheinlagen) and certain AG formations still require physical notary attendance.

Shelf Company vs. New Formation — When to Choose Which

If you can wait 3–6 weeks and want to pick your own company name, proceed with a fresh formation. If you need to sign a contract, take delivery of inventory or respond to a German tender this week, a ready-made Vorratsgesellschaft is the right tool — the Handelsregister entry already exists, the Stammkapital is already paid in, and you can change the name and business purpose post-transfer.

After Formation — Ongoing Operational Essentials

  • Steuerberater (tax advisor) — Germany’s bookkeeping and payroll rules are tightly regulated; all but the smallest corporates engage a Steuerberater.
  • Monthly / quarterly VAT returns — filed via the Finanzamt’s ELSTER portal.
  • Annual Jahresabschluss — prepared under HGB and filed with the Unternehmensregister / Bundesanzeiger.
  • Audit threshold — kicks in once two of three thresholds are crossed: balance-sheet total > €7.5M, turnover > €15M, > 50 employees on average.
  • Gewerbeanmeldung — business registration with the municipality (for trading activities) is separate from Handelsregister entry.
  • Social-security registration — required once you hire employees; handled through the Sozialversicherungsträger.

Frequently Asked Questions about German Company Formation

How long does company formation in Germany really take?

A standard single-shareholder GmbH set up through our online notarization track is typically Handelsregister-registered within 2–4 weeks. Multi-shareholder structures, AGs and scenarios requiring in-kind capital contributions run 4–8 weeks. If you need speed, a ready-made Vorratsgesellschaft delivers the same legal outcome in 3–7 working days.

What is the minimum Stammkapital for a GmbH in 2026?

The statutory minimum share capital for a GmbH in Germany is €25,000, of which at least €12,500 must be paid in cash at formation. The remaining €12,500 can be called up by the Gesellschafterversammlung within five years. The UG (haftungsbeschränkt) alternative requires only €1 of share capital, with a mandatory 25% profit-retention obligation until the reserve reaches €25,000.

Do I need to be resident in Germany or the EU to form a company?

No. There is no residency requirement for shareholders (Gesellschafter) or managing directors (Geschäftsführer). Non-EU founders simply need to complete enhanced KYC with the Notar and the bank. German banks occasionally prefer at least one EU-resident director for SEPA operational reasons, but this is a bank policy rather than a legal obligation.

Is online GmbH formation really accepted by all banks?

Since 2022 online-formed GmbHs have the same legal status as offline-formed ones. All major German banks — Deutsche Bank, Commerzbank, HypoVereinsbank, the Sparkassen network, Volksbanken, ING-DiBa — accept them without distinction. A small number of legacy banking back-offices still ask for a paper original of the Handelsregister extract; we supply that automatically.

What is the Musterprotokoll and should I use it?

The Musterprotokoll is a statutory short-form articles template permitted for GmbHs and UGs with up to three shareholders and exactly one managing director. It reduces notary fees by roughly €200–€400. The trade-off is less flexibility: no special classes of shares, no anti-dilution or transfer restrictions. For single-founder bootstrapping it’s fine; for anything involving investors we recommend bespoke articles.

How much corporate tax will my new German company pay?

In 2026 the combined effective corporate tax rate averages around 30%: Körperschaftsteuer 15% + Solidaritätszuschlag 0.825% + Gewerbesteuer 7–32% depending on municipal Hebesatz. The Standortförderungsgesetz announced in 2025 will lower the Körperschaftsteuer rate by one percentage point per year from 2028, reaching 10% in 2032. VAT (Umsatzsteuer) is 19% standard / 7% reduced.

Can I operate my new GmbH from outside Germany?

Yes. Many of our clients run their German GmbHs from abroad through an EU-registered Geschäftsführer and a virtual office or serviced address in Germany. Tax residency of the company, however, follows the place of effective management — so if the Geschäftsführer genuinely operates from another country, double-tax-treaty analysis may be needed. We discuss this during the strategy call.

What comes after Handelsregister entry?

The company is immediately legally capable of contracting. Within four weeks the Finanzamt will send its tax questionnaire; we complete it to obtain the Steuernummer and USt-IdNr. We also file the Transparenzregister disclosure, activate the main bank account and introduce you to a Steuerberater for ongoing accounting. Most clients are fully operational within six weeks of formation.

Ready to start the German company formation process? Contact our German desk for a fixed-price proposal covering every step from notary to Finanzamt.

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