Offer for Setting up a GmbH in Germany, etc.

Introduction

If you’re a foreign investor and you want to open a German company, you have a broad spectrum of options. The most common legal form for bigger businesses a German Limited Liability Company or with its German acronym “GmbH”. A “Gesellschaft mit beschränkter Haftung” offers a simple structure typically designed for private companies.

Requirements

The minimum share capital for a GmbH is € 25,000 (€ 12,500 have to be paid up at founding – as a minimum).

The minimum number of shareholders is one.

A physical address is required. (A virtual office is only acceptable with a physical address here). 

Description of the line of business.

The establishment of a new GmbH requires

  • the notarization of the articles
  • plus appointment of the first managing director(s),
  • the application to the commercial register and the registration
  • The shareholder (or his representative, based on a notarized power of attorney with a certification of authority and, if signed outside of Europe, the Apostille affixed thereon) has to sign before a German notary a (short) deed on the incorporation, including the articles of association and the appointment of one or several managing director(s).

 

The new managing director(s) has/have to then open a bank account.

The new managing director(s) has/have to then fund the account with at least € 12,500 (= half of the company stock),

Thereafter the notary will apply with the commercial registry (including several statements, e.g. the confirmation that the stated capital has been paid to a bank account of the new company, that an instruction by a German notary has taken place, etc.

Visiting the country for opening the bank account may be required – this depends on the bank. I am affiliated with banks that demand your personal presence and communication without an interpreter either in English or German as well as affiliations with banks that accept a notarized power of attorney.

After the incorporation, the company has to be registered at least at

  • tax office (incl. VAT ID),
  • trade office,
  • depending on line of business other offices and personnel hired,

 

Fees

Below fees are for a standard set-up. Standard implies that no special wishes are to be considered. The provided set-up will be permissible – guaranteed. When you are in hurry, decide to change later. You can always change the structure of your company at any time.

  • Company formation, bank account introduction, notary fees and registration fees: € 3,500 ex. VAT
  • Registration services (tax office and trade office): € 200 ex. VAT, resp. other offices plus € 50 each. This service (as normal processing) will be accomplished by physical mail correspondence.
  • Urgent processing for formation and registration: double price.

 

Timescales

The company can be set up in 4 - 6 weeks upon receipt of all documentation,

Company can operate after visiting the notary and signing the documents in front of him,

Company will be entered into commercial registry about one month after filing by notary,

Urgent processing: Formation (visiting notary, opening bank account and so creating operational status) will be completed in about three weeks. Registering will be processed by personally visiting the offices in order to obtain deeds on the spot.

Founding a GmbH in Germany is something straight forward but only when you fund the company with cash i.e. € 25.000. The company must be funded with at least the half must be in order to have it register the company. To answer a typical question in advance. Yes, they can be taken out afterwards but this needs to be carefully structured. Since you wish to start making business as soon as possible, may I point out that this may practically happen as soon as the articles of association has been signed at the notary. The company will however only exist when it has been entered to the commercial registry which takes a few months time. Once the company has been formally founded (entry in commercial registry), then ex officio all rights and duties will be those of the company and not anymore of the acting person.

Founding a GmbH will need a company’s contract (something like the articles of association you know) signed in front of a notary. This company’s contract determines how the shares and profit are allocated, how many legal representatives, etc. The rest is then taken care of the notary public. My services for setting up will be to provide a standard company’s contract, unbinding but reliable translation of that contract into English for your understanding.

When you do not wish to come to Germany, then you can found it and run it from abroad. I can represent your company at the notary with sufficient power of attorney – i.e. notarized with an Apostille – affirmed by the German consulate. Best would be that the consulate officer witnesses the signature, affixes their apostille, and then send it directly to the notary public.