Formation of German GmbH and UG companies for foreign founders, non-EU shareholders, international groups and businesses entering the German market. We coordinate the corporate structure, notarial process, Handelsregister registration and operational setup from Stuttgart — remote-friendly where the notary allows.
A German company is often the right instrument for German clients, local employees, industrial relationships, tenders, distribution and a permanent domestic presence. It is less convincing where every founder, decision, customer and payment remains outside Germany. We begin with the operating model, then decide whether the company should be a GmbH, UG, subsidiary, branch or another structure.
The UG is not merely a discounted GmbH — it is visibly identified as a lower-capital company under a compulsory profit-reserve mechanism. A standard GmbH costs more capital but often gives a cleaner commercial position from day one.
Germany's standard private limited company for established operations, subsidiaries, local teams and businesses needing conventional recognition from clients, banks and suppliers.
A lower-capital German company for smaller founder-led operations that genuinely need a German entity before full GmbH capital is practical.
The exact scope depends on ownership, founder residence, sector and the planned German presence. We coordinate the core corporate route and the work needing a German notary, tax adviser, accountant or licensing specialist.
Shareholders, directors, capital, activity, German nexus and GmbH / UG / subsidiary / branch.
The company name and a clear Unternehmensgegenstand suitable for registration and later compliance.
Individual or corporate shareholder documentation, representation powers and beneficial ownership.
Articles, shareholder resolutions, managing-director appointment and the signing process.
The formation sequence leading to filing with the competent Handelsregister.
Bank preparation, tax registration, Gewerbeanmeldung, accounting and first compliance steps.
Typical for a cash formation. Foreign corporate shareholders, contributions in kind, regulated activity or complex shareholder agreements add work.
Clients, management, employees, premises, funding — and why the business needs a German entity.
Structure memorandumMatch the legal form and capital to scale, contractual risk and commercial expectations.
Entity decisionPassports, corporate extracts, articles, signing authorities and beneficial-owner information.
KYC fileThe company name and Unternehmensgegenstand, with preliminary checks where appropriate.
Formation parametersArticles, shareholder decisions and managing-director appointment via the agreed notarial route.
GmbH i.G. / UG i.G.Complete bank onboarding and deposit the required share capital.
Capital evidenceThe notary submits the register application after capital payment and declarations.
Registered companySteuerliche Erfassung, Gewerbeanmeldung, VAT and other required registrations.
Tax-ready companyBookkeeping, payroll, invoicing, document retention, contracts and beneficial-owner updates.
Operating structureForeign shareholders and foreign managing directors are possible — but corporate eligibility is only one part. Residence, immigration, banking, service of documents, tax management and German substance remain separate issues.
A shareholder can be an individual or entity; foreign corporates usually need current register evidence, constitutional documents and a transparent ownership chain.
The Geschäftsführer must be a natural person with legal capacity; German nationality is not generally required, but practical ability to perform the role should be reviewed.
Holding shares and gaining permission to live or work in Germany are separate legal questions — non-EU founders working physically in Germany must review immigration independently.
The company needs a German registered office and a serviceable domestic address — a mail address is not operational substance.
Where directors make strategic decisions can affect the place of effective management and foreign tax exposure.
Foreign documents may need notarisation, apostille or legalisation and certified German translation — confirm the form with the notary before ordering.
A German company can be legally registered and still commercially unusable. Bank onboarding, tax registration and Gewerbeanmeldung should be prepared around one consistent operating model.
Adding the solidarity surcharge and municipal Gewerbesteuer (Hebesatz-dependent) brings the effective corporate burden to roughly 30%. See the full Germany vs Austria comparison.
Legal registration, tax readiness and full operational readiness are not always the same date. Foreign-founder files often take longer because of documents, banking and compliance review.
A German company creates strong value where the business is genuinely entering Germany. Where the connection is weak, Austria, another EU jurisdiction or a non-corporate route may be more proportionate.
The questions non-resident and non-EU founders ask most often before forming a GmbH or UG. Answers are general information, not legal or tax advice.
Yes. Both shareholders and the managing director (Geschäftsführer) can be foreign nationals, including non-EU citizens, and a shareholder can be an individual or a foreign company. Corporate eligibility is separate from the right to live or work in Germany — holding shares does not grant residence, and a non-EU founder who will physically work in Germany must review immigration independently.
German formation runs through a notarial deed and entry in the Handelsregister. Remote and online notarisation is possible in suitable cases, but foreign documents may still need apostille, legalisation and certified German translation, and some steps require physical originals. Confirm the exact route with the notary before ordering documents — we coordinate this from Stuttgart.
A GmbH has statutory capital of €25,000, of which at least €12,500 is usually paid before registration; the unpaid balance stays a shareholder obligation. A UG (Unternehmergesellschaft, haftungsbeschränkt) can legally start below €25,000 — from a €1 floor — but the full subscribed capital must be paid in and part of annual profit is retained in a statutory reserve until it reaches GmbH level. The €1 figure is a legal minimum, not a sensible operating budget.
The Musterprotokoll is a standardised sample formation protocol for simple cases — typically a single shareholder who is also the sole managing director, or a small number of founders. It is cheaper and faster but limits flexibility on the articles and shareholder arrangements. For anything with tailored governance, multiple shareholders or corporate owners, individually drafted articles are usually the better route.
Yes to both. Formation must be notarised, and the company needs a German registered office with a serviceable domestic address — a mail-forwarding address is not operational substance. Where the managing director makes strategic decisions can also affect the place of effective management and cross-border tax exposure.
A branch (Zweigniederlassung) is an extension of the foreign parent — no separate share capital, but the parent carries the liability and the branch still registers in Germany. A GmbH or UG subsidiary is a separate German legal entity with its own capital, governance and limited liability. The choice turns on liability, tax, permanence and how the German activity is contracted. Where the German connection is weak, a branch, distributor or employer-of-record model may be more proportionate than a company.
Beyond the federal corporate income tax of 15%, the solidarity surcharge and the municipal trade tax (Gewerbesteuer, which depends on the local Hebesatz) bring the effective corporate burden to roughly 30%. See the full Germany vs Austria comparison for how that lands against an Austrian GmbH.
Choose a jurisdiction, compare markets and open the complete cluster.
Open the hub Core comparisonCapital, tax, banking, hiring and commercial positioning.
Read the comparison Legal formsLow capital, commercial status, profit reserves and growth paths.
Read the comparison Austria serviceAustrian GmbH, FlexCo and subsidiary formation for foreign founders.
Explore Austria Formation guideShareholders, capital, notary, Firmenbuch, tax and banking.
Read the guide German practiceOur German practice — deep market access and local coordination.
Visit bcaun.deSend the shareholder profile, director residence, target customers, planned employees, activity and expected transaction flow. We identify the suitable legal form, document route and the work required before incorporation begins.