Notary fees and tax for setting up a UG in Germany

Introduction

The UG or Unternehmergesellschaft is a special type of GmbH. That is way it is often referred to as a ‘mini GmbH’. The UG operates under the same legal framework as the GmbH, as defined by German company law.

In addition to offering limited liability, UGs share many similarities with GmbHs in terms of formation procedures and costs. Like a GmbH, a UG’s founding documents must be notarised, and the notary fees for both company types are regulated by the German Court and Notary Fees Act 💬Gerichts- und Notarkostengesetz or GNotKG. Read more about the notary appointment here.

📌The notary appointment is one of the key steps to set up a UG in Germany.

Cost breakdown of UG notary fees

This itemised cost calculation assumes the UG has only one managing director and a share capital below €7,000. If the amount of share capital exceeds €7,000, the fees increase by approximately €60. Additional managing directors or a greater object value can influence the multipliers and fixed costs that form the basis for calculating the fees.

📌Please keep in mind that all figures are average prices and may slightly vary for your individual case.

UG with custom articles

Overall registration cost with customised articles

UG with standard articles

Overall registration cost with standard articles

After the notarisation, there are still further administrative costs for the founders. Here is a summary of the average costs:

What factors determine the notary fees of a UG?

Notary fees and expenses are determined by law, regulated by the GNotKG since 2013. According to § 17 of the German Notarial Code, your notary is obligated to charge the legally mandated fees for their services. The most relevant factors are

• Formation variant (standard vs. customised articles)
• amount of share capital
• the number of shareholders and managing directors

Plan your budget with some buffer

When calculating possible fees, keep in mind that small adjustments and modifications can change the basis on which the fees are calculated. There is a rate for almost all expense items that can be adjusted according to the aspect of company formation in question. The notary of your choice may also include additional invoice items. Make sure to create a financial cushion for such cases when planning the founding of your UG. Read more about the total costs of a UG formation here.

Notary invoices: items explained

What items comprise a typical notary invoice? The many different cost points can often lead to confusion. Take advantage of the following glossary for a clear overview:

Commercial register application

Only notarised applications are accepted by the district courts 💬Amtsgericht or Registergericht. This means that your application to the commercial register 💬Handelsregister must go through your notary. Changes such as changes to the shareholders list, appointments of new managing directors, or insolvency must be submitted this way.

To apply, your notary will need the following information:

• Company name
• Registered office address
• Legal form
• Purpose and objective of the UG
• Amount of share capital
• Details on powers of representation, i.e. authorised signatories

📌 If you create a website, your register number and the location of the registry court must be included in the website’s imprint.

Entry in the Commercial Register

All corporations and merchants must apply for an entry with their district court. The register serves the public by providing information on a business’s economic circumstances. The registry court charges €300 to enter a new UG into the register.

📌 This service is invoiced be the court, not the notary!

The registry court will send the invoice to the business address you provided. Make sure that your UG’s company name is on the mailbox. If the invoice is returned to the sender, your commercial register entry will be delayed, unnecessarily extending the duration of the formation process.

XML files: Preparation and transmission

Your notary can charge a fee for the preparation of so-called structure data in Extensible Markup Language (XML) format. This format allows for automated processing.

Contract notarisation

If you opt to form your UG with standard articles 💬Musterprotokoll, you only need to have it notarised. If you choose customised articles, they must be drafted by a notary or a lawyer. It outlines the main responsibilities and rights of its shareholders.

📌 You can always replace your standard articles with a custom ones any time after your UG has been formed. Always consult with a notary or a lawyer to avoid costly mistakes.

Managing director appointments

Every UG must appoint at least one managing director. Usually, the managing director is appointed based on a majority vote by the shareholders. If the UG only has one founding shareholder, that shareholder may appoint themselves for the post. The notary then certifies the appointment.

How to save notary fees when forming a UG

Using standard articles can save you several hundred euros. A standard contract does, however, restrict your UG’s business structure. The costs you’ll save are only worth it if you are not planning to replace the standard contract with a unique one in the intermediate future. If you are, the costs of preparing and notarising the new contract will offset the money saved by forming the company with a standard contract.

📌 Only make this decision after weighing up all the pros and cons. Start with our guide here.

Changing shareholders or managing directors

All figures are average prices and may vary from case to case. Additional managing directors or a greater object value can influence the multipliers and fixed costs that form the basis of these fees.

¹ Average sum