How to start a company in Germany: This is your ultimate roadmap

Contents

1. Choose the right legal form
2. Find a business address
3. Come up with a name & company objective
4. Apply for an IHK check
5. Make a notary appointment
6. Draft your articles of association
7. Prepare for the notary appointment
8. Show up to the notary appointment
9. Open a business bank account
10. Deposit the share capital
11. Send the share capital’s deposit slip to the notary
12. Pay the notary invoice
13. Pay the commercial register invoice
14. Don’t get scammed
15. Wait for your commercial register entry
16. Find a tax adviser
17. Register with your local trade office
18. Get your company’s VAT ID
19. Buy insurance
20. Register with the Transparency Register
21. Set up your accounting

You don’t have to follow the steps in this order. Start working on some of the steps as soon as possible. For example, begin shopping around for a bank account right away (it can take a while to find a good match). We hope this helps you on your way to starting a company in Germany.

Note: This is a checklist for how to form (incorporate) a GmbH or UG company in Germany.

1. Choose the right limited liability company for your business

• Make sure it’s the right legal entity for your purposes.
• Check if you have sufficient share capital:
  • For a UG, the mandatory €1 but €1,000 or above is recommended.
  • For a GmbH, the bare minimum is €12,500, but at least €25,000 is best.

Founders’ Hack: The UG is the ‘mini’ GmbH because it requires less share capital (as little as €1). But, if you want your formation to be hassle-free, you should opt for at least €1,000 of share capital.

However, if you get close to €12,500 in share capital, consider the GmbH. The formation of a GmbH requires only half of the share capital to be deposited right away. Since the minimum share capital for a GmbH is €25,000 that amounts to €12,500. But, keep in mind that this impacts the limited liability of the corporate entity as shareholders will be personally liable for the missing €12,500 if something were to go wrong.

2. Find a business address

Every German LLC needs a suitable and valid business address in Germany. The requirements for LLCs are stricter so it’s smart to find a solution early. If you don’t need a physical space to conduct operations now is the time to think about an address service. If you are a resident, your home address may be an option.

3. Decide on the company name & objective

Check the Handelsregister (commercial register) to find out if the name has already been taken. Also, there are some rules and regulations on how to create your company name. While you are doing your research, it’s always a good idea to check similar sounding brands or names. There are ways to protect the rights of your name, e.g., by registering a trademark.

4. IHK: Apply to the German chamber of commerce & industry for a company name and objective check

5. Find a notary and make an appointment 
to form the company

Check out notar.de to find a notary who speaks your language.

6. Draft your company’s Gesellschaftsvertrag (articles of association)

• Use either a:
  • standard template for your statutes and registration statement known as the Musterprotokoll; or
  • a customised version of the Gesellschaftsvertrag or Satzung 

7. Get together your necessary documents for the notary appointment

• You’ll need the following:
  • Articles of association
  • Shareholder list
  • Founding documents needed to open a bank account

8. Show up to the notary appointment to make it official

• Don’t forget to bring your ID and necessary documents!

Foreign founders beware: You’re not a German national or an EU citizen? Germany has some fun in store for you:

• Shareholder: You can be a shareholder of a German company. But, if you use a foreign company as a go-between you need to be well prepared. A notary in your jurisdiction needs to confirm in detail that the company exists and is properly represented. This confirmation needs to be “apostilled” by the relevant state authority. So get started on this right away or reconsider. This applies to all foreign companies (even in EU countries).
• Managing Director: This is a tricky one that causes a lot of trouble. We recommend that you make sure that you have a visa allowing for multiple entries or some form of permanent residence. Again, double-check with a notary or lawyer EARLY in the process.
• Bank: German “offline” banks often refuse to render services for foreign founders (even worse if you form with a foreign company). Being an EU citizen helps. You may think you can hack this with an online bank, but they have problems here, too. In our experience, you will not be accepted if your country is not on this list: ID Now.

Note: Seek legal advice to get this right!

Founders’ Hack: Notaries can vouch for the costs of the registration with the Handelsregister. Ask your notary about this possibility. Some do it only for known customers. Some do it if you deposit the amount in cash with them.

This can save about a week in time because the Handelsregister will process your registration right away. Otherwise, they will send you an invoice and wait until you have paid the fee.

Important: Make sure your mailbox has your company name on it! If you cannot receive mail causes all kinds of problems.

9. Find a bank that will accept you and open a business bank account

• Take your formation documents given to you by your notary.
• There is no need to wait until step seven. Start your bank search early on in the company formation process.

Our plug: From the many incorporations we have managed, we’ve seen it all when it comes to banks: the good, the bad, and the ugly.

Founders’ Hack: Start talking to banks as soon as possible (even before you go to the notary) and talk to several in parallel. For “offline” banks you need to appear in person, so if you start your search late in the process, you’ll lose a lot of time.

Tip: Set up your bank appointment to occur right after the notary appointment!

Don’t forget: Check with the bank what documents you need to bring and in what format. Some banks accept PDFs, while others require the original documents.

The Master list of all Company Formation articles can be found here.

10. Deposit the Stammkapital (share capital) via cash or wire transfer into the company’s bank account


• Write Stammkapitaleinlage [DATE] in the reference field.

11. Send the share capital’s deposit slip to the notary


• Do this promptly so the notary doesn’t have to chase you up for it (you want to get on your notary’s good side).

12. Pay the notary invoice

Be a good founder and do this ASAP.

13. Pay the Handelsregister invoice

Be aware of scammers!

14. Be on alert for the (legal) scams that get sent to you after your company is registered

There are a number of people sending fake official invoices, usually for a commercial register of some type. Before paying anything make sure it’s legitimate by looking out for the following three things:

• The recipient has long German words such as Kosteneinzugsstelle der Justiz;
• An IBAN number starting with DE

15. Wait patiently until the Handelsregister does its thing

• Your notary will notify you once the company is entered into the commercial register
• You can also check online at unternehmensregister.de.

16. Find a tax adviser

• Grant your tax adviser power of attorney do the following:
  • Get help to complete the Fragebogen zur steuerlichen Erfassung (tax registration questionnaire); and
  • Ask for advice on the different tax implications for your company

NB. Start the selection process early. You want to get a feel for your tax adviser. A good one can make sure your tax questionnaire is accepted by the tax office without any delays. Remember: No tax registration, no Steuernummer (tax number). No Steuernummer, no invoices. No invoices, no income.

PS. Before you begin setting up your business, think about getting a tax adviser to help you understand the tax implications of the different legal structures in Germany. If legal liability isn’t a must then find out how much money it would cost you to maintain a non-incorporated business vs. an incorporated one. Corporations generally have a lower tax rate but cost a lot to maintain (i.e., bookkeeping and tax return fees are much higher).

17. Submit your trade registration form to your local Gewerbeamt

• Trade registration in Germany is called Gewerbeanmeldung. This is done at your local trade office which is called a  Gewerbeamt.
• Click here for a guide on how to fill in the Gewerbeanmeldung form. 
• This can be done in parallel with the previous step.

Tip: If you’re setting up a business in Berlin or Hessen you can complete the registration online in English.

18. Get your company’s Ust.-ID from the Finanzamt

• You need this to sell to other EU businesses. That is, if you have a customer that is a registered trader based in another EU country.

19. Get the right insurance for your business and as an expatriate

• When moving to Germany many different types of insurance are either mandatory or desirable for both your business and you as an individual. The bureaucracy is complex and the choices are broad. You need a partner on the ground to find the policies that fit your enterprise.

If you want a checklist that is specific to the type of limited liability legal form you want, we’ve got you covered:

• How to set up a GmbH: The definitive guide to starting a limited liability company in Germany
• How to start a UG company: The ultimate formation checklist