GmbH Formation in Germany — Legal Advice
The GmbH is Germany’s most widely used corporate vehicle — for sole founders, Mittelstand companies and international investors alike. Alexander Kagan advises on GmbH formation: from the articles of association through the notary to registration in the commercial register.
Contents
At a glance
A GmbH is established through the notarisation of its articles of association, the appointment of its managing director, payment of the required share capital and registration in the commercial register. The GmbH acquires full legal personality upon registration. The minimum share capital is €25,000 (§ 5 GmbHG); on a cash formation, at least one quarter of each share must in principle be paid up before the commercial register application is filed, with a total of at least €12,500. Since the DiRUG of 1 August 2022, notarial execution of a cash formation by video is also possible. We advise founders from the choice of legal form through to registration — in German and English.
GmbH at a glance — key data
The GmbH (Gesellschaft mit beschränkter Haftung) is governed by §§ 1 et seq. GmbHG. The table below shows the statutory minimum requirements and the relevant registration framework.
| Feature | Key data |
|---|---|
| Legal basis | §§ 1 et seq. GmbHG |
| Minimum share capital | €25,000 (§ 5(1) GmbHG) |
| Minimum payment on cash formation | At least one quarter of each share; total of at least €12,500 paid in before the commercial register application is filed (§ 7(2) GmbHG) |
| Shareholders | At least 1; no statutory maximum; legal entities may be shareholders |
| Managing director | At least 1; need not be a shareholder; must be a natural person with full legal capacity; eligibility requirements under § 6 GmbHG apply |
| Liability | In principle, only the company’s assets are liable for its obligations after registration (§ 13(2) GmbHG). Personal liability may nevertheless arise in specific circumstances, including unpaid capital contributions, personal guarantees, breaches of statutory duties or action on behalf of the company before registration. |
| Formation procedure | Notarial execution (in person or by video since DiRUG, 1 August 2022) |
| Commercial register filing | Registration commonly takes several weeks after notarial submission if documentation is complete |
When the GmbH is the right choice
The GmbH is suited where liability limitation, external credibility and a clearly structured company framework are important. Unlike a GbR or OHG, the registered GmbH generally limits liability for company obligations to the company’s assets. This does not exclude personal liability arising from personal guarantees, unpaid contributions, pre-registration activity or other specific statutory or exceptional circumstances. The AG requires minimum share capital of at least €50,000 (§ 7 AktG) and a considerably more elaborate governance structure; for Mittelstand founders it is rarely the first step. The UG (haftungsbeschränkt) under § 5a GmbHG requires lower initial capital but operates under stricter rules and is generally perceived as less credible externally.
A detailed comparison between GmbH, UG, GbR, KG, GmbH & Co. KG and AG is available on the choice of legal form page.
From experience: the difference between a standard template and individually drafted articles rarely shows in the first year — but regularly surfaces at the first significant turning point. Whether admitting a new shareholder, approaching a first investment round or resolving a dispute between founders: the statutory template itself provides no room for individually negotiated vesting, succession, transfer or exit provisions. Individually drafted articles involve more work at the outset but may reduce the need for costly amendments when new shareholders, investors or governance issues arise.
Step by step to a registered GmbH
The following sets out the standard sequence for a cash formation.
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01
Draft the articles of association
Define the company name, registered office, object clause, share capital, shares and management. Decide whether a statutory model protocol (schedule to § 2(1a) GmbHG) is sufficient or whether individually drafted articles are more appropriate. With multiple founders: build in voting rights, profit distribution and exit provisions from the outset.
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02
Notarial execution and certification
The articles of association are notarised under § 2 GmbHG. The managing director is appointed by shareholder resolution, which may be documented as part of the formation deed. The signatures on the commercial register application are certified by the notary, who submits the application electronically to the registration court. Execution takes place either in person or, since DiRUG of 1 August 2022, by video. For foreign participants, additional identification requirements may apply; apostille, legalisation and certified translation may be required for foreign documents or powers of attorney.
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03
Open a business account and pay in the share capital
Open a business account in the name of the pre-registration company (Vor-GmbH). Pay in the share capital — at least €12,500 on a cash formation, with at least one quarter of each share paid in before the commercial register application is filed. Retain suitable evidence of the capital payment. The managing directors must confirm in the commercial register application that the required contributions have been made and are at their free disposal; the notary or registration court may request supporting evidence.
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04
Commercial register filing
The notary files the application with the competent Amtsgericht (commercial register department). Once the registration court has reviewed the application, it assigns the HRB number. Before registration, the GmbH does not yet exist as such. A pre-registration company (Vor-GmbH) is nevertheless recognised during this phase. Persons acting in the company’s name before registration are personally and jointly liable under § 11(2) GmbHG. Material commitments during the pre-registration phase should therefore be assessed carefully because the liability position differs from that of the registered GmbH.
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05
Trade registration and tax registration
Register the trade with the competent local trade office — in Hamburg, the relevant district authority (Bezirksamt) — where a trade registration is required. The questionnaire for tax registration must generally be submitted electronically to the competent tax office through ELSTER within the statutory period. A VAT identification number can be requested through the tax-registration process or from the Federal Central Tax Office (Bundeszentralamt für Steuern); it is particularly relevant for qualifying cross-border transactions within the EU. Tax registration and ongoing tax compliance should be coordinated with a tax adviser.
Articles of association — standard template or individual drafting
The statutory model protocol under § 2(1a) GmbHG is particularly suitable for simple formations involving no more than three shareholders and one managing director, where no individually negotiated provisions are required. For a sole formation where one person founds the company alone, acts as managing director and does not plan to admit further shareholders in the short term, it can be especially practical. The prescribed model protocol cannot be modified if it is to be used as the statutory simplified formation document. It therefore does not accommodate individually negotiated governance, transfer, succession, vesting or exit provisions.
Individually drafted articles are often more appropriate where there are several founders, differentiated voting or profit rights, planned investment rounds, transfer restrictions or succession and exit arrangements. They allow for profit preferences, voting arrangements, non-competition provisions, drag-along and tag-along clauses, succession provisions and individually calibrated exit and exclusion mechanisms. Individually drafted articles involve more work at the outset but may reduce the need for costly amendments when the ownership or governance structure changes.
We advise on the choice between both options and draft individually tailored articles of association. Related pages: corporate law and managing directors & shareholders.
Online formation under DiRUG and DiREG
Since 1 August 2022, the DiRUG permits notarial video execution for GmbH cash formations. The online procedure is available only where all participants satisfy the statutory and technical identification requirements of the Federal Chamber of Notaries’ system. Depending on nationality and document type, an eID-capable identity document or electronic residence permit and an additional passport may be required. A standard foreign passport alone will often not be sufficient.
The DiREG extension since 1 August 2023 has expanded online notarial procedures to cover in particular formations involving contributions in kind, certain unanimous amendments to the articles including capital measures, and further commercial register filings. Limitations may remain where an asset contributed in kind requires a separate transaction that is not itself eligible for the online procedure. Transfers of GmbH shares and agreements creating an obligation to transfer shares under § 15 GmbHG are generally not covered by the notarial online procedure and normally require an in-person notarisation.
For clients based outside Germany, video execution significantly reduces the travel burden. The formation requirements remain unchanged. Further detail on specific requirements for foreign founders is available on the GmbH for foreign shareholders page.
Advice for domestic and foreign founders
We advise on GmbH formations for clients from Germany and from abroad — from the choice of legal form through the articles of association and the notary appointment to registration in the commercial register. Ongoing corporate law advice is available afterwards on request.
Both domestic and international founders need a company structure that is legally sound, supports future development and does not require immediate amendment when the ownership or governance structure changes. Advice in German and English. In international mandates with an immigration dimension, we advise in conjunction with the business immigration practice.
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 GmbH formation
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The costs of GmbH formation consist principally of notarial fees (governed by statutory fee rules and calculated on the basis of the transaction and documents involved; the statutory model protocol may reduce notarial formation costs in qualifying cases), court fees for the commercial register application, and, where applicable, legal advisory fees and translation or certification costs. The share capital is not a cost of formation but company assets of the GmbH — at least €25,000 in total, with the required amount paid in before the commercial register application is filed. Once contributed, the capital is not permanently blocked and may be used for legitimate company purposes, provided the capital-maintenance rules are observed.
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Once the notarised documents, bank account and capital payment are in place, commercial-register processing often takes several weeks. The preparation time for the articles, account opening and capital payment comes in addition. No fixed registration period can be guaranteed. International formations may take longer due to foreign documents, powers of attorney, apostilles, banking requirements or registration-court queries.
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The statutory model protocol (schedule to § 2(1a) GmbHG) is quick and standardised but is limited to no more than three shareholders and one managing director, and cannot be modified. It therefore provides no room for individually negotiated vesting, succession, transfer or exit provisions. An individually drafted articles of association allows for tailored provisions suited to more complex ownership or governance structures. We discuss which option is appropriate in an initial consultation.
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Not necessarily. Since the DiRUG of 1 August 2022, video execution is available for cash formations before a German notary, subject to the applicable identification requirements. Shareholders may also be represented under a power of attorney that satisfies the form requirements of § 2(2) GmbHG. For powers of attorney executed abroad, notarisation, apostille or legalisation and a certified German translation may be required, depending on the country and document.
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The minimum share capital is €25,000 (§ 5(1) GmbHG). Before the commercial register application is filed, at least one quarter of each share must in principle be paid in; the total paid in must be at least €12,500 (§ 7(2) GmbHG). The share capital is not a cost of formation but company assets of the GmbH.
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Before registration, the GmbH does not yet exist as such. A pre-registration company (Vor-GmbH) is nevertheless recognised during this phase. Persons acting in the company’s name before registration are personally and jointly liable under § 11(2) GmbHG. In addition, founders may face liability if the company’s assets at registration fall below the amount that should be available after taking account of the stated share capital and permissible formation expenses. Pre-registration commitments should therefore be reviewed carefully.
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Yes. German corporate law does not generally require GmbH shareholders or managing directors to hold German nationality or reside in Germany. A managing director must satisfy the eligibility requirements under § 6 GmbHG. A person who intends to enter, reside or perform operational managing-director activities in Germany may require separate immigration authorisation. Further detail is available on the GmbH for foreign shareholders page.
Are you planning a GmbH formation in Germany, or do you have questions on the articles of association, share capital, choice of legal form or GmbH formation for foreign shareholders?
Briefly describe your matter using the enquiry form. We will assess which legal area is relevant and whether we can take on the matter.
