Founding a Standard UG in Germany

If you are a foreigner and you want to open a German company, you have a broad spectrum of options. One of the most common legal forms for start-up businesses is a German Entrepreneurial Company or with its German acronym “UG”. A “Unternehmergesellschaft (haftungsbeschränkt)” offers a simple structure typically designed for private companies. When you are not or do not wish to come to Germany, then you can found it and run it from abroad as well. I can represent you at the notary and other authorities but only introduce you to a bank.

Founding a UG in Germany is something straight forward but only when you fund the company with cash. This offer is exclusively for cash founding. To answer a typical question in advance. Yes, the money can be used 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 have been signed at the notary. The company will however only exist when it has been entered to the commercial registry which takes a few weeks 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.

Requirements for Standard Formation

  • The minimum share capital for a UG is € 1.
  • The minimum number of shareholders is one. This offer can only contain up to three shareholders! Any more directors disqualifies you for this setup and leads you to individualized UG.
  • The standard formation may only have one director. Any more directors disqualifies you for this setup and leads you to individualized UG.
  • 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 (standard) UG requires
    • the notarization of the articles. We will supply this for you.
    • plus appointment of the first managing director(s),
    • the application to the commercial register and the registration
    • the shareholder (or his representative) 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).

Founding a UG will need articles of association and an application to register with the Commercial Registry 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 by the notary. My services for setting-up will be to provide a standard articles of association, unbinding but true translation of that contract into English for your understanding.

The managing director ought to then open a bank account. However, my approach does not make it necessary that the notary will first expect funding and then apply for registration. The notary will file the application latest the next day after the articles of association have been signed in front of him. Having several contacts to different banks, I can introduce you to them. Many German banks require the personal appearance of the founder to open the corporate bank account. If it is inconvenient for you to visit Germany – just to open a bank account – we will still have a solution. Though it belongs to our services to introduce you to our contacts, we cannot guarantee that they will open an account for you.

Services for Standard Setup of UG

Below services are for a standard set-up. Standard implies that you have at most three shareholders, one director and the statutory capital of € 1. When you are in hurry, please consider buying a virgin ready-made UG from our associate Beam my Presence to Germany UG. You can always change the structure of your company at any time.

Standard UG formation:

  • bank account introduction, either organizing an appointment and accompanying you or organizing an account via remote identification – with at most two banks,
  • oral translation at notary (German to English), if not representing you at the notary with sufficient power of attorney,
  • registering at trade office,
  • paying fees for:
    • notary fees,
    • Commercial Registry fees,
    • trade office fees.

Timescales

  • The company can be set up in one week upon receipt of all documentation – including notary and registration in Commercial Registry,
  • Company can operate after visiting the notary and signing the documents in front of him.
  • Company will be entered into commercial registry about one week after filing by notary and payment of fees for Commercial Registry.

 

Difference between GmbH and UG

Read about this here: Image of UG in Daily Business Life

Beam my Presence to Germany UG (limited liability) is our associate in providing virtual offices for your GmbH or UG or representation in Germany.

 

Virtual Office