Step 1: Draft the articles of association
It starts with the articles of association (the company's charter): the GmbH's name, business purpose, registered office, amount of share capital, and the shareholders' stakes. For simple standard cases with a maximum of three shareholders, a simplified model protocol is available – for individual arrangements (e.g. non-compete clauses, succession rules), a tailored agreement is recommended.
Step 2: Provide the share capital
The statutory minimum share capital of a GmbH is EUR 25,000, of which at least half (EUR 12,500) must be paid in upon formation. Anyone wanting to start with less capital can alternatively form a UG (haftungsbeschränkt) – the "little sister" of the GmbH with a minimum capital of just EUR 1, though with a statutory obligation to build up reserves.
Step 3: Notary appointment and notarization
The articles of association must be notarized. At the notary appointment, all shareholders sign, the notary usually appoints the management at the same time, and then registers the company for entry in the commercial register.
Step 4: Registration in the commercial register
Only upon registration in the commercial register does the GmbH come into existence as an independent legal entity with full limitation of liability. Until then, a "GmbH in formation" (GmbH i.G.) exists, under which the founders may still be personally liable.
Step 5: Trade registration and tax office
After registration, the trade registration at the responsible trade office and tax registration at the tax office follow (questionnaire for tax registration, assignment of a tax number). Depending on the activity, further registrations may be required, for example with the trade association (Berufsgenossenschaft).
Step 6: Residence permit for foreign founders
For founders from non-EU countries, another important building block is added: the appropriate residence permit for self-employed activity (section 21 AufenthG). The immigration office examines, among other things, the economic interest, financing, and personal suitability. This step should be considered in parallel with the formation, not only afterward.
Checklist to tick off
- Legal form chosen (GmbH or UG)
- Articles of association / model protocol prepared
- Share capital available
- Notary appointment arranged
- Business account opened for capital payment
- Commercial register application submitted
- Trade registration + tax registration completed
- Residence permit for self-employed activity clarified (if relevant)
Our advice
Most delays in company formations do not occur at the notary but before – due to unclear shareholder structures or an unresolved immigration situation. We accompany the entire process and make sure that corporate law and residence law fit together from the start.