Set up a GmbH. From €12,500 paid in.

You form a GmbH at the notary: they record the sample protocol (Musterprotokoll) or the articles of association, you pay in at least €12,500 of share capital, and the notary files the GmbH with the commercial register (Handelsregister). The GmbH comes into existence when it is entered. Notary and commercial register cost from €590.55, with articles of association and two founders €1,118.20.

1. 1

   Decide on shareholders and managing directors. Who takes how many shares, who runs the company? You can also form a GmbH alone and be its managing director yourself.

2. 2

   Check the company name. The name must differ from other companies in the same place and carry the suffix “Gesellschaft mit beschränkter Haftung” or “GmbH” (§ 4 GmbHG). Our company name check is free; a rejection after the notary appointment costs a second notarisation.

3. 3

   Define the business purpose and registered seat. The purpose describes how the GmbH earns its money, the seat decides the registry court. It also needs a business address in Germany (§ 8 Abs. 4 GmbHG); without an office of your own, a business address helps.

4. 4

   Choose sample protocol or articles. With up to three shareholders and one managing director the sample protocol is enough, otherwise you need your own articles of association. What changes is explained under sample protocol or articles.

5. 5

   Notarisation. At the notary's office or by video call through the Federal Chamber of Notaries' system (§ 2 Abs. 3 GmbHG). Online, the formation costs €39.27 more. From the notarisation the company exists as a GmbH in formation (“GmbH i. G.”).

6. 6

   Open a business account and pay in the share capital. Before the registration, a quarter of each share must be paid in, at least €12,500 in total (§ 7 Abs. 2 GmbHG). Banks open the account with the deed; compare providers under business accounts.

7. 7

   Register with the commercial register. The notary files the application electronically. In it the managing directors confirm that the money has been paid in and that nothing bars their appointment (§ 8 Abs. 2, 3 GmbHG). The GmbH comes into existence with the entry (§ 11 Abs. 1 GmbHG). Which court is responsible shows our commercial register directory.

8. 8

   Trade office, tax office and transparency register. Register the trade (§ 14 GewO), submit the tax registration questionnaire via ELSTER within one month (§ 138 Abs. 1b, 4 AO) and report the beneficial owners to the transparency register (§ 20 GwG). More under obligations after formation.

With firma.de the notarisation is usually possible within 48 hours; how fast the entry follows depends on the registry court. Our package prices are under pricing.

For a GmbH with €25,000 share capital, notary and commercial register cost €590.55 with the sample protocol and one founder, €727.40 with two or three founders and €1,118.20 with articles of association. The commercial register charges €300 for every cash formation; the rest is the notary.

On top come the trade registration, usually €20–65 depending on the city, €19.80 a year for the transparency register from the first year and the basic IHK fee of €60–360 depending on the chamber. The share capital is not a cost: it belongs to the GmbH and is available for its expenses once paid in.

With the sample protocol the GmbH bears formation costs up to €300; of €590.55 you pay €290.55 yourself. Every item of the notary's bill, your city and the online appointment are in our formation cost calculator (in German).

A GmbH needs at least €25,000 share capital (§ 5 Abs. 1 GmbHG). In a cash formation a quarter of each share must be paid in before the registration, together at least half the minimum capital, that is €12,500 (§ 7 Abs. 2 GmbHG). The company can call in the rest later.

• Shares: Each share is stated in whole euros, and a shareholder can take several (§ 5 Abs. 2 GmbHG). Shares of €1 are common, so that shares for investors or employees can later be split finely. How this affects ownership shows our cap table calculator.
• Free disposal: The money must be finally at the managing directors' free disposal (§ 8 Abs. 2 GmbHG). The GmbH may then spend it; a bank statement usually suffices as proof for the registry court.
• Contributions in kind: Instead of money you can contribute assets or rights, such as a vehicle or an existing business. They must be made in full before the registration, a report explains their value (§ 5 Abs. 4, § 7 Abs. 3 GmbHG), and the registry court checks it (§ 9c GmbHG). The register fee then rises from €300 to €480.
• Hidden contribution in kind: If the GmbH soon uses the money paid in to buy something from a shareholder, this can count as a hidden contribution in kind; the shareholder then owes the part of the contribution not covered by the asset's value (§ 19 Abs. 4 GmbHG). A loan from the GmbH to a shareholder out of the share capital must also be disclosed in the registration (§ 19 Abs. 5 GmbHG).

The sample protocol is a statutory template (annex 1 to the GmbHG) that combines the articles, the appointment of the managing director and the shareholder list in one deed. With two founders and €25,000 it saves €313.45 at the notary, without escrow fee. Your own articles must contain at least the company name and seat, the business purpose, the share capital and each shareholder's shares (§ 3 Abs. 1 GmbHG).

Your own articles pay off as soon as you take on investors, attach conditions to shares or want more than one managing director. Individual articles from a lawyer cover this; the sample protocol can be replaced by articles later, but that costs another notarisation.

The UG (haftungsbeschränkt) is not a separate legal form but a GmbH with lower share capital (§ 5a GmbHG). Liability is the same; the rules on capital, payment and profit differ:

With the sample protocol the UG is cheaper at the notary, because the fee depends on the share capital. With articles of association it costs the same, €1,118.20 with two founders, because the notary then charges on a business value of at least €30,000. If you can raise €12,500, a lot speaks for the GmbH: it does not have to retain profit, and banks, landlords and customers know it. A UG can later become a GmbH by increasing its capital to €25,000 (§ 5a Abs. 5 GmbHG). More under forming a UG.

Only the GmbH's assets are liable for its debts, not those of the shareholders (§ 13 Abs. 2 GmbHG). You can still be personally liable in some cases, above all as managing director:

• Before registration: Whoever acts in the name of the GmbH i. G. between the notary appointment and the entry is personally liable (§ 11 Abs. 2 GmbHG). If losses have reduced its assets below the share capital at the time of entry, the shareholders make up the gap (pre-registration loss liability).
• Outstanding contributions: Whatever share capital you have not yet paid in, the GmbH can call in by shareholder resolution, and in insolvency the administrator can. If a shareholder does not pay, the others are liable pro rata (§ 24 GmbHG).
• Due care: Managing directors who breach their duties are liable to the GmbH for the damage (§ 43 Abs. 2 GmbHG).
• Insolvency: If the GmbH is illiquid, the managing director must file for insolvency within three weeks at the latest, if over-indebted within six weeks (§ 15a Abs. 1 InsO). Payments made after that must be reimbursed to the GmbH (§ 15b InsO).
• Taxes and social security: The managing director is personally liable for taxes culpably not paid (§§ 34, 69 AO), and likewise for employees' social security contributions.

Banks and landlords often ask young GmbHs for a personal guarantee. You are then liable under that contract, not because of the legal form.

Any natural person with full legal capacity can be managing director, even without residence or citizenship in Germany. Excluded for five years is anyone convicted of delaying insolvency or bankruptcy, or of fraud or breach of trust with a prison sentence of at least one year (§ 6 Abs. 2 GmbHG). The managing director confirms this in the registration after the notary has instructed them.

• Social security: A shareholder-managing director with at least 50% of the votes or a blocking minority for all resolutions is usually self-employed and not subject to social security. If the GmbH registers a managing shareholder as an employee, the clearing office of the German Pension Insurance checks their status (§ 7a Abs. 1 SGB IV). An external managing director without shares is usually an employee.
• Salary: A managing director's salary is a business expense of the GmbH if it is reasonable and clearly agreed in advance. The tax office treats an excessive salary or one without a contract as a hidden profit distribution (§ 8 Abs. 3 KStG).
• Several managing directors: They represent the GmbH jointly unless the articles say otherwise (§ 35 Abs. 2 GmbHG). Sole representation and release from § 181 BGB must be in the articles or a resolution; the sample protocol allows only one managing director.

With the entry, the GmbH's ongoing obligations begin. Most of them fall on the managing director personally:

• Tax registration: Submit the questionnaire electronically via ELSTER within one month of starting business (§ 138 Abs. 1b, 4 AO). Our filling guide for the tax registration (in German) goes through it field by field; the tax office at the GmbH's seat is responsible.
• Trade office and chamber: A commercially active GmbH registers its trade (trade registration) and becomes a compulsory member of the IHK, craft businesses of the chamber of crafts. The trade registration also counts as notice to the employers' liability insurance association.
• Transparency register: Report the beneficial owners, usually shareholders with more than 25%, without delay (§ 20 GwG). Keeping the register costs €19.80 a year.
• Business letters and website: Every business letter, invoice and the imprint state the legal form, seat, registry court, register number and all managing directors with their first name written out (§ 35a GmbHG).
• Shareholder list: When shareholders or shares change, the managing directors or the notary file a new list with the commercial register (§ 40 GmbHG).
• Bookkeeping and annual accounts: The GmbH keeps double-entry books from day one (bookkeeping). A small GmbH prepares its annual accounts within six months of the financial year end (§ 264 Abs. 1 HGB) and publishes them in the company register within twelve months (§ 325 HGB). More under annual accounts for corporations.
• Taxes: On its profit the GmbH pays 15% corporate income tax plus solidarity surcharge, 15.825% together (§ 23 KStG), and trade tax: 3.5% of the trade income times the municipal multiplier (§ 11 Abs. 2 GewStG), with no allowance. At a 400% multiplier that is about 30% in total.

The process is the same everywhere; the registered seat decides the registry court, the IHK, the trade office and the trade tax multiplier. For these cities we have collected the offices, with the responsible registry court:

• Forming a GmbH in Berlin: Amtsgericht Charlottenburg
• Forming a GmbH in Düsseldorf: Amtsgericht Düsseldorf
• Forming a GmbH in Frankfurt am Main: Amtsgericht Frankfurt am Main
• Forming a GmbH in Hamburg: Amtsgericht Hamburg
• Forming a GmbH in Cologne: Amtsgericht Köln
• Forming a GmbH in Munich: Amtsgericht München

For any other place, find the responsible court in our commercial register directory and the tax office in our tax office directory.

As of 9 October 2026. Our formation cost calculator (in German) computes the fees under the GNotKG, the commercial register fee ordinance and the GmbHG, with every item and assumption. This guide is no substitute for legal or tax advice; for your case, get advice from a lawyer or a tax advisor.

Statutes

• § 2 GmbHG
• § 3 GmbHG
• § 4 GmbHG
• § 5 GmbHG
• § 5a GmbHG
• § 6 GmbHG
• § 7 GmbHG
• § 8 GmbHG
• § 9c GmbHG
• § 11 GmbHG
• § 13 GmbHG
• § 19 GmbHG
• § 24 GmbHG
• § 35 GmbHG
• § 35a GmbHG
• § 40 GmbHG
• § 43 GmbHG
• § 15a InsO
• § 15b InsO
• § 34 AO
• § 69 AO
• § 138 AO
• § 7a SGB IV
• § 14 GewO
• § 20 GwG
• § 8 KStG
• § 23 KStG
• § 11 GewStG
• § 264 HGB
• § 325 HGB