Germany company formation

Establish a company in Germany.
Build the German operation around it.

Formation of German GmbH and UG companies for foreign founders, international groups and businesses entering the German market. We coordinate the corporate structure, notarial process, registration and operational setup from Stuttgart.

Start a formation brief ↗ Compare GmbH and UG

Our position

Form in Germany when Germany is commercially relevant—not merely because a German company sounds reassuring.

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 and then determine whether the company should be a GmbH, UG, subsidiary, branch or another structure.

Choose the legal form

GmbH or UG?

The UG is not merely a discounted GmbH. It is visibly identified as a lower-capital company and operates under a compulsory profit-reserve mechanism. A standard GmbH requires more capital, but often gives a cleaner commercial position from the beginning.

Standard German company GmbH

Gesellschaft mit beschränkter Haftung

Germany’s standard private limited company for established operations, subsidiaries, local teams and businesses that need conventional recognition from clients, banks and suppliers.

Statutory capital of €25,000.
Usually at least €12,500 paid before registration.
One or more individual or corporate shareholders.
At least one natural-person Geschäftsführer.
Suitable for German operating subsidiaries and long-term activity.

€25k Statutory capital. The unpaid balance remains an obligation of the shareholders where only part is initially contributed.

Lower-capital entry form UG

Unternehmergesellschaft (haftungsbeschränkt)

A lower-capital German company for smaller founder-led operations and businesses that genuinely need a German entity before full GmbH capital is practical.

Can legally begin with capital below €25,000.
The full subscribed capital must be paid before registration.
The complete UG legal-form wording must be used.
Part of annual profit must be retained in a statutory reserve.
Capital should still cover the real launch budget.

€1+ A legal minimum, not a sensible operating budget. The capital should reflect the company’s actual first-year expenses.

Formation scope

From structure to an operational company.

The exact scope depends on ownership, founder residence, business sector and the planned German presence. We coordinate the core corporate route and identify the work that requires a German notary, tax adviser, accountant or licensing specialist.

Structure review

Assessment of shareholders, directors, capital, activity, German nexus and the choice between GmbH, UG, subsidiary or branch.

Name and objects

Preparation of the proposed company name and a commercially clear Unternehmensgegenstand suitable for registration and later compliance.

Shareholder file

Collection and review of individual or corporate shareholder documentation, representation powers and beneficial ownership.

Notarial coordination

Coordination of articles, shareholder resolutions, managing director appointment and the signing process.

Commercial register

Preparation of the formation sequence leading to filing with the competent Handelsregister.

Operating setup

Coordination of bank preparation, tax registration, Gewerbeanmeldung, accounting and the first compliance steps.

Formation sequence

A German company is built in stages.

The sequence below is typical for a cash formation. Foreign corporate shareholders, contributions in kind, regulated activity or complex shareholder agreements require additional work.

Define the German business case

Confirm clients, management, employees, premises, funding and why the business requires a German entity.

Structure memorandum

Choose GmbH or UG

Match the legal form and capital to the business scale, contractual risks and commercial expectations.

Entity decision

Prepare ownership documents

Collect passports, corporate extracts, articles, signing authorities and beneficial-owner information.

KYC file

Check name and business purpose

Prepare the company name and Unternehmensgegenstand and coordinate preliminary checks where appropriate.

Formation parameters

Prepare and sign notarial documents

Execute the articles, shareholder decisions and managing director appointment through the agreed notarial route.

GmbH i.G. / UG i.G.

Open the formation account

Complete bank onboarding and deposit the required share capital.

Capital evidence

File with the Handelsregister

The notary submits the register application after capital payment and completion of the required declarations.

Registered company

Activate tax and trade registrations

Complete steuerliche Erfassung, Gewerbeanmeldung, VAT and other required registrations.

Tax-ready company

Begin operational compliance

Put bookkeeping, payroll, invoicing, document retention, contracts and beneficial ownership updates into operation.

Operating structure

Foreign founders

Non-residents can form German companies.

Foreign shareholders and foreign managing directors are possible, but corporate eligibility is only one part of the analysis. Residence, immigration, banking, service of documents, tax management and the company’s German substance remain separate issues.

Shareholders

Individuals and foreign companies

A shareholder may generally be an individual or legal entity. Foreign corporate shareholders usually need current register evidence, constitutional documents, representation proof and a transparent ownership chain.

Managing director

A natural person must manage the company

The Geschäftsführer must be a natural person with legal capacity. German nationality is not generally required. The practical ability to perform the role, enter Germany where necessary and satisfy banks and authorities should still be reviewed.

Immigration

Ownership does not create a residence right

Holding shares in a German company and receiving permission to live or work in Germany are separate legal questions. Non-EU founders planning to work physically in Germany should review immigration requirements independently.

Registered office

A German business address is required

The company must have a German registered office and a serviceable domestic business address. A mail address alone should not be confused with operational substance.

Management location

Tax residence follows more than registration

Where directors make strategic decisions can affect the place of effective management and foreign tax exposure. The corporate governance process should reflect the intended structure.

Document preparation

Prepare the ownership chain before the notary.

Foreign documents may require notarisation, apostille or other legalisation and certified German translation. The final list depends on the founder’s jurisdiction and the notary’s requirements.

Individual founders

Passport, residential address, tax residence, intended ownership, source of funds and information concerning the managing-director role.

Corporate shareholders

Register extract, articles, director and signing-authority evidence, shareholder chain and ultimate beneficial owner information.

Business information

Activity description, target customers, planned turnover, transaction countries, staffing, premises and the reason for choosing Germany.

Formation documents

Articles, shareholder resolutions, managing-director appointment, list of shareholders, register application and capital evidence.

After notarisation

Registration, banking and tax must tell the same story.

A German company can be legally registered and still remain commercially unusable. Bank onboarding, tax registration and Gewerbeanmeldung should be prepared around one consistent operating model.

Business banking

A Handelsregister entry does not guarantee an account.

Banks assess ownership, managing-director residence, source of capital, expected transactions, customers, suppliers, business sector and the company’s connection to Germany.

Prepare a specific business model.
Identify customers, suppliers and payment countries.
Explain expected turnover and transaction volume.
Document the source of funds and shareholder wealth.
Show the commercial reason for a German company.
Keep website, contracts and bank application consistent.

Tax and trade

German corporate tax is more than the federal 15% rate.

A GmbH or UG is generally subject to German corporate income tax. The calculation can also include the solidarity surcharge and municipal Gewerbesteuer, whose burden depends on the local Hebesatz.

Steuerliche Erfassung with the tax office.
Corporate income tax and trade tax administration.
VAT registration where applicable.
Payroll registrations for employees and directors where relevant.
Transfer pricing for cross-border group transactions.
Withholding and treaty analysis for payments abroad.

Timeline and budget

Plan for three milestones.

Legal registration, tax readiness and full operational readiness are not always achieved on the same date. Foreign-founder files often take longer because of documents, banking and compliance review.

Stage	Main work	Common delay
Structure review	Legal form, ownership, management, capital and German role	Activity or shareholder structure remains unclear
Foreign documents	Extracts, articles, representation evidence and translations	Apostille, certification and courier timing
Notarial formation	Articles, appointments and shareholder resolutions	Founder availability and document corrections
Capital account	Bank onboarding and share-capital transfer	Non-resident KYC and source-of-funds review
Handelsregister	Notarial filing after capital payment	Court questions or inconsistent documents
Tax readiness	Tax questionnaire, VAT and trade registrations	Missing contracts or weak business evidence
Operational readiness	Banking, bookkeeping, payroll, contracts and invoicing	Treating these tasks as post-formation details

A precise timeline can be provided only after review of the founders, shareholder documents, legal form, activity and signing route. Court, bank and authority processing times remain outside the direct control of the formation coordinator.

Jurisdiction fit

Germany should be part of the operating model.

A German company creates strong commercial value where the business is genuinely entering Germany. Where the connection is weak, Austria, another EU jurisdiction or a non-corporate market-entry route may be more proportionate.

Germany is usually worth closer review when:

German customers form a central part of the revenue plan.
Employees or management will work in Germany.
A German legal entity is required for contracts or tenders.
The business will hold local stock, premises or equipment.
German industrial or professional networks are commercially important.
The company can support German accounting and compliance.

Compare alternatives when:

No customers, management or operations will exist in Germany.
The company is wanted only for a German bank account.
All contracts and decisions remain in another country.
The founders cannot fund ongoing German compliance.
Austria offers a better base for Vienna or CEE activity.
A branch, distributor or employer-of-record model may suffice.

German formation brief

Tell us what the German company is expected to do.

Send us the shareholder profile, director residence, target customers, planned employees, activity and expected transaction flow. We will identify the suitable legal form, document route and the work required before incorporation begins.

Start a brief ↗ Email us