How do I set up a GmbH?
GmbH is commonly used for various types of businesses, from small family-owned enterprises to larger companies. The limited liability company feature makes GmbHs attractive to investors and entrepreneurs who want to protect their personal assets from business risks.
What is a GmbH?
GmbH (Gesellschaft mit beschränkter Haftung) is a type of legal entity and business structure in Germany and several other European countries. GmbH meaning a “limited liability company” (LLC), and it is one of the most common forms of businesses in Germany. A GmbH is a legal entity separate from its shareholders. It can enter into contracts, own property, and sue or be sued in its own name.
How much share capital is required to found a GmbH?
To establish a GmbH, the shareholders must contribute a minimum share capital, which is €25,000. The share capital is divided into shares, and shareholders are issued certificates representing their ownership.
Which organs does a GmbH consist of?
A GmbH is managed by one or more managing directors (Geschäftsführer), who are appointed by the shareholders. The managing directors are responsible for the day-to-day operations and decision-making of the company. Shareholders can transfer their shares to others, subject to any restrictions in the Articles of Association.
What documents are required for GmbH incorporation?
To incorporate a GmbH (Gesellschaft mit beschränkter Haftung) in Germany. You will need to prepare and submit various documents. The process involves legal and administrative steps to establish the company as a legal entity. The Articles of Association is a foundational document that outlines the structure, purpose, management, and internal rules of the GmbH. The Articles of Association must be notarized by a German notary public (Notar). Before registering the GmbH. The shareholders must deposit the share capital (Mindeststammkapital) into a German bank account. The bank will issue a confirmation (Einlagebestätigung) certifying the deposit. The identity documents of all shareholders and managing directors (Geschäftsführer) need to be provided. To officially register the GmbH, you must submit an application to the local district court (Amtsgericht). Where the company’s registered office is located.
If any of the shareholders are legal entities (such as other companies). Documents confirming their legal existence, ownership structure, and registration details may be required. The certificate verifies that the shareholders and managing directors have no outstanding tax liabilities or debts. It is issued by the local tax office (Finanzamt) upon request. Depending on the business activity. You may need to register the company with the local trade office (Gewerbeamt) in the city where the GmbH is located.
Step by step to founding
Step 1: Choose a Company Name
Step 2: Draft the Articles of Association (Gesellschaftsvertrag)
Step 3: Notarize the Articles of Association
Step 4: Open a Bank Account
Step 5: Register with the Trade Office (Gewerbeanmeldung)
Step 6: Register with the Commercial Register (Handelsregister)
Step 7: Obtain a Tax Number
Step 8: Register with Social Security (Sozialversicherung)
Step 9: Obtain Business Permits (if applicable)
Step 10: Registered office with Chamber of Commerce (IHK)
Step 11: Fulfill Other Legal Obligations
Keep in mind that setting up a GmbH can involve complex legal and administrative processes. It is advisable to seek advice from a German business lawyer or a professional company formation service to ensure compliance with all legal requirements and to make the process smoother. Additionally, business regulations and requirements may change. So it is essential to consult up-to-date resources or professional advice during the process.