Home · Austria & Germany · German Company Formation
Germany company formation

Establish a company in Germany. Build the 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.

€25kGmbH capital
€12.5kTypical initial payment
€1+UG legal floor
DERegistered office
Our position

Form in Germany when Germany is commercially relevant — not 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, then decide 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 under a compulsory profit-reserve mechanism. A standard GmbH costs more capital but often gives a cleaner commercial position from day one.

Standard German company

GmbH

Gesellschaft mit beschränkter Haftung

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

  • Statutory capital of €25,000
  • Usually ≥ €12,500 paid before registration
  • One or more individual or corporate shareholders
  • At least one natural-person Geschäftsführer
  • Suits operating subsidiaries and long-term activity
€25,000Statutory capital · unpaid balance stays a shareholder obligation
Lower-capital entry form

UG

Unternehmergesellschaft (haftungsbeschränkt)

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

  • Can legally begin below €25,000
  • Full subscribed capital paid before registration
  • The complete UG legal-form wording must be used
  • Part of annual profit retained in a statutory reserve
  • Capital should still cover the real launch budget
€1+A legal minimum, not a sensible operating budget
Formation scope

From structure to an operational company

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.

01

Structure review

Shareholders, directors, capital, activity, German nexus and GmbH / UG / subsidiary / branch.

02

Name & objects

The company name and a clear Unternehmensgegenstand suitable for registration and later compliance.

03

Shareholder file

Individual or corporate shareholder documentation, representation powers and beneficial ownership.

04

Notarial coordination

Articles, shareholder resolutions, managing-director appointment and the signing process.

05

Commercial register

The formation sequence leading to filing with the competent Handelsregister.

06

Operating setup

Bank preparation, tax registration, Gewerbeanmeldung, accounting and first compliance steps.

Formation sequence

A German company is built in stages

Typical for a cash formation. Foreign corporate shareholders, contributions in kind, regulated activity or complex shareholder agreements add work.

01

Define the German business case

Clients, management, employees, premises, funding — and why the business needs a German entity.

Structure memorandum
02

Choose GmbH or UG

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

Entity decision
03

Prepare ownership documents

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

KYC file
04

Check name & business purpose

The company name and Unternehmensgegenstand, with preliminary checks where appropriate.

Formation parameters
05

Prepare & sign notarial documents

Articles, shareholder decisions and managing-director appointment via the agreed notarial route.

GmbH i.G. / UG i.G.
06

Open the formation account

Complete bank onboarding and deposit the required share capital.

Capital evidence
07

File with the Handelsregister

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

Registered company
08

Activate tax & trade registrations

Steuerliche Erfassung, Gewerbeanmeldung, VAT and other required registrations.

Tax-ready company
09

Begin operational compliance

Bookkeeping, payroll, invoicing, document retention, contracts and beneficial-owner updates.

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. Residence, immigration, banking, service of documents, tax management and German substance remain separate issues.

Shareholders

Individuals & foreign companies

A shareholder can be an individual or entity; foreign corporates usually need current register evidence, constitutional documents and a transparent ownership chain.

Managing director

A natural person must manage it

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.

Immigration

Ownership ≠ residence right

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.

Registered office

A German business address is required

The company needs a German registered office and a serviceable domestic address — a mail address is not 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.

Documents

Prepare the ownership chain first

Foreign documents may need notarisation, apostille or legalisation and certified German translation — confirm the form with the notary before ordering.

After notarisation

Registration, banking and tax must tell the same story

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.

Business banking

A Handelsregister entry does not guarantee an account

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

German corporate tax is more than the federal 15%

  • Steuerliche Erfassung with the tax office
  • Corporate income tax & trade tax (Gewerbesteuer)
  • VAT registration where applicable
  • Payroll registrations for employees and directors
  • Transfer pricing for cross-border group transactions
  • Withholding & treaty analysis for payments abroad

Adding the solidarity surcharge and municipal Gewerbesteuer (Hebesatz-dependent) brings the effective corporate burden to roughly 30%. See the full Germany vs Austria comparison.

Timeline & budget

Plan for three milestones — registered, tax-ready, operational

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.

Stage
Main work
Common delay
Structure review
Legal form, ownership, management, capital, German role
Activity or shareholder structure unclear
Foreign documents
Extracts, articles, representation, translations
Apostille, certification and courier timing
Notarial formation
Articles, appointments, shareholder resolutions
Founder availability, document corrections
Capital account
Bank onboarding and 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, invoicing
Treating these as post-formation details
Jurisdiction fit

Germany should be part of the operating model

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.

Germany — worth closer review when

Germany is the market

  • German customers are central to revenue
  • Employees or management will work in Germany
  • A German entity is required for contracts or tenders
  • The business holds local stock, premises or equipment
  • German industrial / professional networks matter
  • The company can support German accounting & compliance
Compare alternatives when

The German connection is weak

  • No customers, management or operations 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 is a better base for Vienna or CEE activity
  • A branch, distributor or EOR model may suffice
Information, not legal or tax advice. German company, tax and licensing rules depend on your facts and municipality and can change. Confirm the position with a German notary and qualified advisers before acting.
German formation brief

Tell us what the German company is expected to do

Send 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.