Anyone who incorporates a company in Germany is required to open a business account (Geschäftskonto). We’re here to explain to you what’s important when opening an account for the GmbH – Germany’s cornerstone company with limited liability – and the UG (haftungsbeschränkt) an entrepreneurial company with limited liability.
- Business bank accounts, registrations and opening balance sheets…
There are many steps you have to take to start a company in Germany.
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Opening a business account for an incorporated company
For most entrepreneurs, the path to owning your own company includes opening a business account and it’s one of the first and most important steps you’ll take. For corporations, including the GmbH and the UG (haftungsbeschränkt), a bank account that is used exclusively for business purposes must be used to clearly separate private and business finances. This requires the separation principle of taxation, according to which the profits of the company and the income of its owners must be strictly separated. With a separate company account, you also keep track of all transactions and bookings made in the company. It may also be useful to have multiple accounts, such as an account for sales, one for fixed costs, and a savings account for any surplus cash.
Business account for the GmbH: Deposit of the share capital (Stammkapital)
The amount of the share capital (Stammkapital) depends on the legal form and the agreements in the articles of association (Gesellschaftsvertrag). All shareholders must deposit the capital investment (Stammeinlage) as defined by them in cash into the business account. At the GmbH, share capital of at least €25,000 must be paid into the business account. However, at the time of incorporation, it’s sufficient if half of the required share capital, ie €12,500, is paid into the account. As soon as the required sum has been paid into the business account, the GmbH can be entered in the commercial register (Handelsregister). However, as long as the full share capital is not in the company account, the shareholders are personally liable with their private assets for the outstanding balance.
The share capital can be contributed as a cash deposit (Bareinzahlung), a contribution in kind (Sacheinlage) or as a combination of both.
Business account for the UG: What you need to know
Even with a UG formation, the company can only be entered in the commercial register when the required share capital has been paid into the business account. Unlike the GmbH, however, share capital of €1 is already sufficient to form a UG. As a rule, however, the shareholders of the UG pay a share capital of between €500 and €1,000 into the business account. Contributions in kind cannot be contributed to the UG as a capital contribution. The amount of the respective capital contributions of the shareholders is recorded in the model protocol (Musterprotokoll) or the articles of association (Gesellschaftsvertrag).
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The best time to open a business bank account/Geschäftskonto
To open a business account, you should make an appointment to open an account at your bank before your notary appointment, in order to avoid long waiting periods between notary’s appointment and account opening. After your founding documents have been certified by the notary, you can use them to open the business account at your bank. For your bank appointment, you must bring the following documents:
- The notarised articles of association (Der notariell beglaubigte Gesellschaftsvertrag)
- Your valid ID or passport
All CEOs must be present at the business account opening. Some banks also require that the shareholders be present. Clarify in advance with your bank, who must be present at the account opening.
Management of and access to the business bank account
As a rule, the CEO has sole control over the company account. However, it makes sense to issue a power of attorney (Vollmacht) to another person (eg a partner/shareholder) so that they have access to the account in an emergency. Anyone who has the bank account must be governed by the company’s articles of association. In addition, the statute should specify the nature and extent of the power of attorney, as well as the time or events when it enters into force and expires in order to clearly define the power of discretion (Verfügungsgewalt) of the authorised representative.
Entry in the commercial register is only possible with a deposit slip
After you have deposited the required share capital into the business bank account, you’ll receive a deposit slip from the bank. This document requires the notary in order to apply for the registration of the company to the commercial register (German article). Therefore, we recommend sending the receipt to your notary immediately after your appointment with the bank, in order to keep the period as short as possible until entry in the commercial register.
Why is a fast process so important? The limitation of liability (or Haftungsbeschränkung) of a corporation only takes effect after the company has been entered in the commercial register. Until that time, all shareholders are personally liable (German article) and without limitation with the private assets for the company in formation.
The information published on our site is all written and checked by experts with the greatest care. Nevertheless, we cannot guarantee the accuracy of this information, as laws and regulations are subject to constant change. Therefore, always consult an expert in a specific case – we would be happy to connect you with the right professional.
firma.de assumes no liability for damages caused by errors in the texts.