Starting a GmbH in Germany

The GmbH, which stands for the Gesellschaft mit beschränkter Haftung, is the limited liability company in Germany. This type of business entity can be incorporated by an individual or by another company and has legal capacity. It is the type of company most commonly used in Germany because of its flexibility and the fact that the liability of the members is only limited to the amount of invested capital.

What are the basic traits of the GmbH in Germany?

The general traits of the GmbH are summarized in the list below:

• Capital: this type of company has a minimum share capital of at least 25,000 euros;
• Shareholders: there are no restrictions on the number of shareholders or their nationality;
• Directors: the company is run by a supervisory board, as described in the Articles of Association;
• Management: the GmbH can have one or more managers who do not have to be shareholders.

We invite you to watch our video about setting up a GmbH in Germany:

What are the steps of starting a GmbH in Germany?

In order to found a GmbH in Germany the following steps must be established:

• knowing who the shareholders will be;
• writing the articles of incorporation;
• gathering the share capital;
• obtaining a notarized certification;
• a notarized application must be submitted to the Commercial Register Court for registration;
• the application will be revised by the Register Court;
• the GmbH will be registered with the Commercial Registry and notify all competent authorities about the incorporation;
• the registration of the business activity.

What are the costs for opening a GmbH in Germany?

Please find below the main fees for starting a GmbH:

• the company formation fee for opening an UG (mini GMBH) in Germany is 1,250 euros;
• GMBH formation – 3050 euros;
• the purchase of a GmbH shelf company with bank account – 5,150 euros.

Secondary fees:

• Virtual office costs: approximately 200 euros/month;
• Accounting costs: starting from 100 euros/month;
• Registration fee for GmbH: approximately 400 euros;
• Minimum share capital: 25,000 euros for GmbH and 1,00 EUR for the Mini GmbH.

What are the documents needed to register a German GmbH in the Commercial Register?

After the capital contribution has been paid, the German company may apply for registration with the local Commercial Register. The documents to be provided for registration are:

• a notarized application form;
• the Articles of Incorporation;
• the identification of the managing director if his or her name is not included in the Articles of Incorporation;
• a list of the shareholders and their identification data, and the nominal values of their shares in the company;
• if the contribution has been made in kind, documents that prove the value of the contributions in kind is equal to the nominal value of the shares.

What is the data of the Articles of Incorporation of a GmbH in Germany?

All the shareholders must sign the Articles of Incorporation of the GmbH and then notarize them. The Articles of Incorporation must contain the following data:

• the name and the registered office of the company;
• the object of activity or activities of the company;
• the share capital with the number and value of the shares, and the capital contribution of the shareholders.
• the name of the company is allowed to contain the name of a shareholder or the activity of the business followed by the abbreviation GmbH and the activity of the company must be clearly stated in the Articles of Incorporation.

What are the requirements to start a GmbH in Germany?

When you decide to start a GmbH in Germany, it is important to understand the eligibility requirements that govern German limited liability companies:

• A GmbH can be formed by any individual or legal entity, irrespective of their nationality or residence.
• Every GmbH needs at least one managing director, also called a “Geschäftsführer.”
• A German GmbH needs a minimum capital of EUR25,000, of which at least EUR12,500 needs to be deposited before registration. This provides a GmbH with financial security and limited liability

What are the taxation and accounting requirements?

The limited liability company in Germany is subject to the corporate income tax of 15% to which a solidarity surcharge of 5.5% of the corporate tax is added. The effective corporate income tax rate is thus between 30 and 33%. Other taxes for companies include the municipal trade tax and the value-added tax.

The GmbHin Germany is subject to the German Generally Accepted Accounting Principles and the International Financial Reporting Standards. The annual financial statements are to be audited by a statutory auditor in case of large and medium companies.

A GmbH that will be involved in trading in and outside the EU will need to have an EORI number.

What are the ongoing compliance requirements for a GmbH in Germany?

Operating a GmbH entails several compliance requirements:

• Preparing and submitting annual financial statements to the Federal Gazette;
• Compliance with bookkeeping regulations to document all financial transactions;
• Convening shareholder meetings to endorse the financial outcome and any important decision;
• Registering information on the transparency register for disclosing beneficial ownership;
• Submitting tax returns for corporate income tax, trade tax, and VAT;
• Registering commercial data, in case of changes.

Is it possible for foreigners to start a GmbH in Germany?

Yes, foreign businessmen can fully own and control a GmbH. Main aspects include:

• German citizenship or permanent residence is not a required;
• Business registration address in Germany is essential;
• Germany-based bank account is necessary for share capital deposits;
• Depending on the case, a representative from Germany is needed by authorities;
• For non-EU citizens actively controlling their GmbH, a residence permit is required.

What is a German mini-GmbH?

The mini GmbH (Unternehmergesellschaft, UG) or limited liability entrepreneurial company is a sub-form of the regular German limited liability company or GmbH. The difference between the two types of companies is the share capital, meaning a mini GmbHin Germany requires a minimum share capital of 1 euro, compared to the minimum share capital requirements of 25,000 euros for a GmbH. The mini-GmbH is required, however, to compensate for the lack of initial capital by setting aside a quarter of its annual profit until it accumulates the minimum share capital of a GmbH. When the amount is reached the mini GmbH will become a German GmbH. The mini-GmbH will register with the German Companies Register only after it reached the full amount of the share capital.

How to set up a mini GmbH in Germany?

In 2026, the mini-GmbH is established in the same way as the GmbH by a German notary. However, the procedure is much simpler, for a mini-GmbH with a shareholder being sufficient to fill out a template contract. The founder must also produce the passport and proof and proof of submitting the minimum share capital. It must be noted that a mini-GmbH in Germany must have its share capital paid in cash, as a share capital paid in assets is not allowed.  Also, if the mini-GmbH has more than one shareholder, it is advisable to draft a customized contract. The name of the company will include the addendum for the type of company, UG and not GmbH.

What is the time required for GmbH registration?

Depending on how efficient the procedure is performed, the company incorporation process typically takes between 2 and 6 weeks, following this pattern:

• Preparing documents: several days up to one week;
• Certifying incorporation: 1–2 days;
• Establishing a business account and funding: 1–2 weeks;
• Approval by the Commercial Register: 1–3 weeks;
• Registration at the trade authority: several days.

Do not hesitate to contact us for more information and support on starting a GmbH in Germany.