- →
-
Contact Form
-
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 agreed service contract. No surprise Finanzamt filings and no fragmented process.
Our service covers notary, Handelsregister, Stammkapital-account opening, tax registration.
Company formation plus virtual office plus banking plus a curated Steuerberater introduction, under one roof.
Fast-track notarization, proactive status updates and a dedicated German-speaking case manager.
Since 1 August 2022, GmbHs can be formed online via video-notarization. No travel required for most clients.
We draft the Gesellschaftsvertrag, coordinate the Notar, chase the Handelsregister court and deliver the finished file to your inbox.
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.
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.
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.
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.
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.
| Form | Min. capital | Formation time | Best for |
|---|---|---|---|
| GmbH | €25,000 (≥ €12,500 paid up) | 3 to 6 weeks | SMEs, subsidiaries, holdings |
| UG (haftungsbeschränkt) | €1 | 2 to 4 weeks | Start-ups, low-capital ventures |
| AG | €50,000 | 6 to 10 weeks | Listed groups, PE-backed projects |
| GmbH & Co. KG | €25,000 (GmbH) + KG capital | 4 to 8 weeks | Family holdings, real estate |
Before a Notar can certify anything, five things have to be settled. These are the company formation in Germany requirements that apply to every GmbH and UG, wherever the founders live.
Everything else, the notarial deed, the Handelsregister filing, the Finanzamt questionnaire and the Transparenzregister entry, follows from those five decisions.
Company registration in Germany runs in a fixed order: name check, notarial deed, capital deposit, Handelsregister entry, then tax registration. Our team runs the threads in parallel to compress the timeline wherever the Handelsregister court allows. The nine steps below are the same whether you are registering a GmbH or a UG (haftungsbeschränkt), and they are the reason a new formation takes 3 to 6 weeks while a ready-made company transfers in 3 to 7 working days.
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.
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.
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.
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.
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.
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 set by the court schedule and fall due on filing. Processing times:
Within four weeks of Handelsregister entry, the Finanzamt sends a tax questionnaire (Fragebogen zur steuerlichen Erfassung). We complete it to obtain:
All beneficial owners holding > 25% must be filed to the Transparenzregister within days of Handelsregister entry. We handle the filing and the annual refresh.
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.
| Scenario | Typical duration |
|---|---|
| Single-shareholder GmbH using Musterprotokoll | 2 to 4 weeks |
| Multi-shareholder GmbH, tailored articles | 3 to 6 weeks |
| UG (haftungsbeschränkt) | 2 to 4 weeks |
| AG with single founder | 6 to 10 weeks |
| Ready-made GmbH (shelf company) transfer instead of new formation | 3 to 7 working days |
A German formation cost is the sum of third-party charges set by the notary tariff, the district court and the register, plus the professional work of drafting and filing. Sourced separately, these are the line items you would be invoiced for:
We quote the whole set as a single figure once we know your shareholder structure and options, so ask us before you budget.
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:
In-kind contributions (Sacheinlagen) and certain AG formations still require physical notary attendance.
Correct. Section 6 of the GmbH Act sets no nationality or residency test, so a GmbH can be owned and managed entirely from abroad, and the courts have confirmed that a managing director outside the EU does not need to be able to enter Germany at any time. Two practical conditions remain: the company needs a German business address for the Handelsregister, and anyone who will actually work in Germany needs a residence title.
If you can wait 3 to 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.
A standard single-shareholder GmbH set up through our online notarization track is typically Handelsregister-registered within 2 to 4 weeks. Multi-shareholder structures, AGs and scenarios requiring in-kind capital contributions run 4 to 8 weeks. If you need speed, a ready-made Vorratsgesellschaft delivers the same legal outcome in 3 to 7 working days.
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.
Yes. There is no residency, nationality or work-permit requirement for shareholders (Gesellschafter) or managing directors (Geschäftsführer), so founders in India, Pakistan, the Gulf or the United States can register a German company without moving. Non-EU founders complete enhanced KYC with the Notar and the bank, normally with apostilled documents. German banks occasionally prefer at least one EU-resident director for SEPA operational reasons, but that is bank policy rather than a legal obligation.
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.
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 lowers the notarial charge, because the deed follows a fixed statutory template rather than bespoke drafting. 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.
A German company pays in three layers: Körperschaftsteuer at 15% of taxable profit, the Solidaritätszuschlag at 5.5% of that Körperschaftsteuer, and municipal Gewerbesteuer, which moves with the Hebesatz of the municipality your registered office sits in. Together they come to roughly 30% in most locations. Umsatzsteuer is charged at 19%, or 7% on reduced-rate supplies, and is recovered as input tax. The Standortförderungsgesetz starts lowering the federal rate from 2028.
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.
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.
Setting up a company in Germany runs through five stages: choose the legal form and the registered office municipality, clear the name with the IHK, have the Notar certify the Gesellschaftsvertrag, pay the Stammkapital into the company account, and let the Notar file the package with the Handelsregister. The Finanzamt questionnaire follows within four weeks and produces the Steuernummer and the USt-IdNr. Allow 3 to 6 weeks end to end.
For a small business the UG (haftungsbeschränkt) is usually the right vehicle. It carries the same liability shield as a GmbH but can be formed with share capital of €1, although we normally suggest more so the company is bankable. The UG must retain 25% of annual profit until its share capital and reserves reach €25,000, at which point it converts into a GmbH by notarial amendment. Trading also needs a Gewerbeanmeldung with the municipality.
Ready to start the German company formation process? Contact our German desk for a service covering every step from notary to Finanzamt.