Most popular legal form for business start-ups How to set up a GmbH quickly and easily

Westphalian Chamber of Notaries. The limited liability company, or GmbH for short, is the most common legal form for business start-ups in Germany. This is due to the many advantages it offers founders: The GmbH legal form is considered trustworthy and is internationally recognized, which makes it easier to find business partners and investors. It is suitable for companies of any size whose business area does not have to be limited to Germany, so there are no limits to future expansion. GmbHs are also separate legal entities, which means, among other things, that the shareholders are not personally liable. There are also tax advantages. Your trusted notary will advise prospective entrepreneurs throughout the entire start-up phase.

Prerequisites and preparation

Anyone wishing to set up a GmbH must first clearly define the company's activities. A name must also be determined under which the GmbH will conduct its business and legal transactions and which will be entered in the commercial register. This must include the addition GmbH and be clearly differentiated from other companies. It can, for example, refer to the company's field of activity or owner or be an invented name. Names that are too generic or purely local are not permitted. Whether a name is already taken can be checked in the company or commercial register, for example. The purpose of the company, the legal form and the name are recorded in the articles of association. In addition, a share capital of 25,000 euros must be available for the formation of a GmbH. At least half of this must be in the business account before entry in the commercial register. It can then be used freely for the purposes of the company. If less money is available, an entrepreneurial company (haftungsbeschränkt) can be founded with a minimum capital of one euro. Many of the regulations for a GmbH also apply here. The notary will provide information on special features.

Always with a notary: formation on site, digital or hybrid

The formation of the GmbH takes place through the notarization of the articles of association. The appointment can take place in person at the notary's office, online or hybrid, i.e. with participants on site and online. If one of the founders is unable to attend, they can issue a notarized power of attorney to one of the business partners or approve the articles of association after notarization. All participants require a valid, suitable identification document, which the notary uses to identify them. He then reads out the articles of association and clarifies any questions. Adjustments are also possible. Finally, all parties and the notary sign the contract or add their qualified electronic signature. After notarization, the shareholders receive a copy of the deed of incorporation, which they can use to open the business account and pay in the share capital. Only after the notary has received proof of the payment is the company entered in the commercial register. This completes the formation process.

Disclosure, notification and application obligations

Entry in the commercial register has many advantages: Business transactions can quickly and easily check the existence of the GmbH and find out about contact persons or the management's power of representation. Separate proof of authorization is not necessary, as legal transactions can rely on the commercial register. The formation of a GmbH is followed by further notification and application obligations. These include registering the business with the trade office, applying for a tax number from the tax office in order to fulfill tax reporting obligations and issue invoices, as well as registering with the transparency register in accordance with the Money Laundering Act. Other necessary registrations concern the Federal Employment Agency for the purpose of a company number, the accident insurance provider, the social insurance or, if applicable, the register of craftsmen.

The notary guides you through the formation of the GmbH

The notary assists founders during all phases of founding a GmbH. The costs result from the notary fees and the costs for entry in the commercial register. The notary fees are prescribed by law, are the same throughout Germany and cover all advice relating to the formation as well as the preparation and amendment of the articles of association, regardless of the number of appointments required. Depending on the individual case, additional costs may arise, for example for the business registration.