Note: * The notary fees and the costs for entry in the Handelsregister (commercial register) are not included in the price and are charged separately. ** firma.de Firmenbaukasten AG does not provide legal advice itself, but works exclusively with lawyers and independent tax advisers who are in the field of limited liability entrepreneurial companies. Please make an appointment: +49 611 17207-0 or by email at firstname.lastname@example.org.
Automate your GmbH formation with us
Shareholders of a gUG are not personally responsible for the organisation’s debts and liabilities and are only liable for this with their share capital. The minimum capital share of the gUG is €1.00 per shareholder.
Non-profit corporations such as gUG or gGmbH are exempt from corporate tax (Körperschaftssteuer) and trade tax (Gewerbesteuer). These corporations are also authorised to issue donation receipts and may benefit from lower VAT.
Greater shareholder control
Unlike the management structures of registered societies or associations that give voting rights to their members, gUG and gGmbH shareholders are in full control of the organisation.
Set up your business with firma.de in ten easy steps
You authorise firma.de to set up your company.
You receive expert advice from our consultants.
We arrange your company name check with the the Chamber of Commerce and Industry (IHK).
We arrange and schedule your notary appointment in your city of choice.
We coordinate your notary appointment in your city of choice.
After your notary appointment, we arrange the opening of your company bank account.
Immediately after your commercial register (Handelsregister) registration, we prepare your trade registration (Gewerbeanmeldung) and tax office questionnaire (Finanzamtfragebogen).
We refer you to a qualified tax adviser for an opening balance sheet consultation.
You're ready to do business!
Startup law specialist Dr Benjamin Werthmann advises you on the company’s articles of association.
Dr Werthmann submits the articles of association to the tax office tax office (Finanzamt) for review of the non-profit status.
“We had a great experience! Friendliness and reliability rounded off the service wonderfully. Without hesitation, we would recommend firma.de to every entrepreneur and founder. ”
Elke M. Knorr
Coach and Trainer
"I engaged firma.de to set-up my GmbH. Everything went smoothly and without a hitch. A notary appointment was arranged in my local area, followed by a business account opening appointment at the bank of my choice. Everything had been pre-prepared - all I had to do was sign the paperwork. Fantastic!"
Frequently asked questions about the gUG
What is a gemeinnützige UG (gUG)?
The gUG is a non-profit company with limited liability. The abbreviation stands for gemeinnützige Unternehmergesellschaft.
Non-profit GmbHs as well as non-profit UGs have a charitable purpose and consequently benefit from tax exemptions.
Both the gUG and the gGmbH are special forms of the regular GmbH and are all subject to the same German Limited Liability Companies legislation.
What is the difference between a non-profit UG (gUG) and a non-profit GmbH (gGmbH)?
The main difference is the shareholders’ required capital stock. gUG founders only need a minimum of € 1 per shareholder.
To set up a non-profit GmbH founders have to account for € 25.000. Due to this difference in capital the UG shareholders are legally bound to build up annual reserves until the company's capital stock has reached the amount of 25.000 €.
The differences parallel those between the regular versions of UG and GmbH.
How is the liability of a non-profit UG regulated?
The gUG is only liable with the company's capital rather than the shareholders’ personal assets.
What rights do shareholders of a non-profit UG have?
The articles of association set out the obligations and rights of the shareholders. For example, the right to dismiss managing director and certain rights to information and inspection are contained in the statue.
What are the advantages of a gUG?
Low capital stock
gUGs require only a minimum share capital of €1.00 per shareholder.
The non-profit UG is only liable for damages with the company's capital and does not extend to the shareholders’ private assets.
Non-profit companies like gUG or gGmbH are exempt from corporation tax and trade tax.
They are also authorised to issue donation receipts and benefit from reduced VAT if they meet certain conditions.
A gUG can use its profits or donations to employ full-time professional management and thus can operate more effectively.
In contrast, regular associations (Verein) are run by members on a voluntary basis and may not operate as professionally.
What is a charitable corporate purpose?
To receive and maintain legal non-profit status, every gUG has to comply with to the requirements of the German laws for non-profit organisations (Gemeinnützigkeitsrecht, §52 Abgabenordnung):
Your company has to pursue at least one charitable, benevolent or religious corporate purpose.
The company's purpose must be exclusively altruistic as well as being transparent.
Business activities must be designed to fulfil your company's charitable purpose.
The articles of association of the company must state that its assets cannot be distributed if the company is dissolved or the charitable purpose is no longer pursued (the shareholders' share capital is exempt from this rule). Distribution of its assets is only possible if the shareholders themselves are non-profit.