UG (Unternehmergesellschaft) Formation in Germany
The UG is the low-capital variant of the GmbH — limited liability, notarially executed, registered in the commercial register. Alexander Kagan advises on UG formation: from the choice between UG and GmbH, through the articles of association, to the later capital increase and change to GmbH designation.
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At a glance
The UG (haftungsbeschränkt) under § 5a GmbHG can be formed with share capital of as little as €1. The full share capital must be paid in cash before the commercial register application is filed; contributions in kind are not permitted at formation. One quarter of the annual surplus, after deduction of any loss carried forward from the previous year, must be allocated to a statutory reserve in each financial year in which such a positive surplus remains. The designation may be changed to GmbH only after the share capital has been formally increased to at least €25,000 — this does not happen automatically.
What the UG is — and how it differs from the GmbH
The UG (haftungsbeschränkt) — also known as Unternehmergesellschaft — is not a separate legal form but a variant of the GmbH under § 5a GmbHG. It shares the essential features of the GmbH: limited liability, notarial execution, commercial register entry, articles of association, managing director. The differences lie in the minimum share capital and the statutory reserve obligation.
| Feature | UG (haftungsbeschränkt) | GmbH |
|---|---|---|
| Share capital | From €1 (§ 5a(1) GmbHG) | Min. €25,000 (§ 5(1) GmbHG) |
| Payment before registration | Full amount (§ 5a(2) GmbHG) | At least one quarter of each share and at least €12,500 in total (§ 7(2) GmbHG) |
| Statutory reserve | ¼ of adjusted annual surplus (§ 5a(3) GmbHG) | No corresponding statutory reserve requirement under § 5a GmbHG |
| Contributions in kind | Not permitted at formation | Permitted |
| Profit distribution | 25% of the adjusted annual surplus must be allocated to the statutory reserve; remaining distributable profits may be distributed subject to the general rules. | Distributable subject to the general accounting, capital-maintenance and shareholder-resolution requirements. |
| Required name suffix | “UG (haftungsbeschränkt)” | “GmbH” or full form |
The statutory reserve and the path to GmbH
Under § 5a(3) GmbHG, the UG must allocate one quarter of its annual surplus — after deducting any loss carried forward from the prior year — to a statutory reserve in each financial year in which such a positive surplus remains. The reserve is legally restricted and may not be freely distributed. It may be used in particular for a capital increase out of company funds (§§ 57c et seq. GmbHG) and, under the statutory conditions, to cover losses.
In practice, the path from UG to GmbH may take longer than founders initially expect. The reserve obligation only applies in years where, after accounting for any loss carried forward, a positive annual surplus actually remains. In the start-up phase, loss years are not uncommon — in those years no reserve is formed and the build-up of the required capital is delayed. Founders who wish to reach the GmbH threshold within a specific timeframe should factor this mechanism into their financial planning from the outset.
Once the share capital has been formally increased to at least €25,000, the special rules in § 5a(1)–(4) GmbHG cease to apply. Use of the GmbH designation requires the corresponding amendment of the articles and registration in the commercial register. This is typically achieved through a capital increase out of company funds under §§ 57c et seq. GmbHG, through additional cash contributions by shareholders, or — where the resulting share capital reaches at least €25,000 — through a qualifying contribution in kind subject to the statutory requirements. Colloquially this is referred to as converting the UG into a GmbH; legally it is a capital increase with a subsequent change of company name, for which a notary appointment and a commercial register application are required.
Articles of association — standard template or individual drafting
For the UG, the choice between a standard template and individually drafted articles applies in the same way as for the GmbH. The statutory model protocol (schedule to § 2(1a) GmbHG) may provide a simpler and less costly formation route: a maximum of three shareholders, one managing director, no individually negotiated provisions. For a sole formation without a complex ownership structure it often suffices.
Individually drafted articles of association are appropriate where several founders hold different shares or voting rights, where a later change of shareholders is planned, or where the founders wish to take account of the intended development and future governance structure from the outset. Individually drafted articles can reflect these considerations in advance; a later capital increase and change to the GmbH designation will nevertheless require the applicable shareholder resolutions, notarial steps and commercial register filing.
Contributions in kind are not permitted at UG formation; the share capital must be paid in full in cash (§ 5a(2) GmbHG). Since the DiRUG of 1 August 2022, notarial execution by video is also available for UG formations, through the official system of the Federal Chamber of Notaries where all participants satisfy the statutory and technical identification requirements.
When the UG is the right choice — and when it is not
The UG is a fully recognised limited-liability company and not merely a temporary formation stage, although legally it remains a variant of the GmbH. For founders who need to start with limited initial capital, require limited liability and are aiming for the GmbH threshold in the longer term, it is a sensible choice. It can transact with customers, suppliers and banks, employ staff and enter into contracts.
Where the UG runs into limitations: contributions in kind at formation are excluded — founders who wish to contribute machinery, patents or shareholdings as initial capital need the GmbH from the outset. A GmbH may be more suitable where investor expectations, banking relationships, financing requirements or the desired market profile call for higher stated capital from the outset.
For a detailed comparison of all legal forms — GmbH, UG, GbR, KG, GmbH & Co. KG, AG — the choice of legal form page provides a structured overview.
How we advise
We advise on UG formation — from the choice between UG and GmbH, through the articles of association and the notary appointment, to registration in the commercial register. For founders who plan the path to GmbH from the outset: we also advise on the later capital increase and the change of company designation.
Advice is provided by Alexander Kagan, admitted as a German Rechtsanwalt and a member of the Hanseatic Bar Association Hamburg (Hanseatische Rechtsanwaltskammer Hamburg).
The content of this page is general information only and does not constitute legal advice. The corporate law assessment depends on the circumstances of the individual case.
Frequently asked questions on UG formation
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The UG (haftungsbeschränkt) — short for Unternehmergesellschaft — is a variant of the GmbH regulated under § 5a GmbHG. For liabilities of the UG, the company is generally liable with its own assets. Shareholders are not personally liable merely because they hold shares, although personal liability may arise in specific circumstances. The company name must always include the suffix “UG (haftungsbeschränkt)” or “Unternehmergesellschaft (haftungsbeschränkt)”.
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The share capital of a UG may be as low as €1 (§ 5a(1) GmbHG). In practice, a higher amount that covers the operating costs of the first few months is advisable. The full share capital must be paid in cash before the commercial register application is filed — unlike the GmbH, the UG has no partial-payment option, and contributions in kind are excluded at formation.
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Under § 5a(3) GmbHG, the UG must in each financial year in which, after deducting a loss carried forward from the prior year, a positive annual surplus remains, allocate one quarter of that adjusted surplus to a statutory reserve. The reserve may not be freely distributed. It may be used in particular for a capital increase out of company funds and, under the statutory conditions, to cover losses. Remaining distributable profits may be distributed subject to the general rules.
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Once the share capital has been formally increased to at least €25,000, the special rules in § 5a(1)–(4) GmbHG cease to apply and the GmbH designation may be used. The increase may be financed from company reserves under §§ 57c et seq. GmbHG, through additional cash contributions by shareholders or, subject to the statutory requirements, through a qualifying contribution in kind that brings the share capital to at least €25,000. A notary appointment and a commercial register application are required.
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That depends on the individual situation. The UG is appropriate where initial capital is limited, contributions in kind are not needed and the founders are prepared to build towards the GmbH threshold through the statutory reserve or additional contributions. The GmbH may be preferred by investors, banks or business partners where the higher minimum capital and established market profile are relevant. A detailed comparison is available on the choice of legal form page.
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Yes. Since the DiRUG of 1 August 2022, video notarisation before a German notary is also available for UG formations, through the official system of the Federal Chamber of Notaries where all participants satisfy the statutory and technical identification requirements. The procedure corresponds to that for a GmbH cash formation. A standard foreign passport alone may not be sufficient; an eID-capable identity document is generally required.
Are you planning a UG formation in Germany, or do you have questions on share capital, the statutory reserve, articles of association or the path to GmbH?
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