What do you need to set up a GmbH?

30 July 2025

In Germany, a limited liability company (GmbH) is only created through a formal act of incorporation. At least one founder (natural person or legal entity) is required - so even a one-person GmbH is sufficient. A notarized articles of association are also required, which must contain certain minimum details: Company name, object of the company, registered office, share capital and the contributions of each shareholder. It is important that the name bears the addition "limited liability company" (or a generally understandable abbreviation). The statutory minimum share capital is 25,000 euros. At least 12,500 euros (half) of this must be paid in before entry in the commercial register. In practice, a business account is opened after the notary appointment and the deposits are transferred there.

Articles of association and notarization

The articles of association are not simply concluded by post: It must be notarized. This means that all founders (or their authorized representatives) must attend an appointment with the notary. All managing directors and shareholders are present in person if they are not each represented by a representative with a notarized power of attorney. At the appointment, the notary will read out the draft deed of incorporation and the contract and explain the procedure. You can ask any questions or discuss any changes. All parties involved then sign the deeds - recently it has also become possible to form a company online.

The notary also takes on other important tasks: He verifies the identity of the signatories on the basis of their IDs, explains the legal risks and submits the necessary documents to the commercial register court. If you have already prepared the articles of association, the notary will ensure that they fully comply with the legal requirements. Tip: If necessary, clarify the name and object of the company with the Chamber of Industry and Commerce in advance to avoid objections later on. The notarization fee is set by law and also includes the initial consultation on your formation, the draft contract and the application to the commercial register.

Paying in share capital and entry in the commercial register

After the notary appointment, your GmbH is provisionally capable of acting as a so-called GmbH i.Gr. You now immediately open a business account in the name of the company. All shareholders pay their share capital contributions into this account. Each shareholder must pay in at least a quarter of their share, but a total of at least 12,500 euros must be paid in. As proof, present the notarized articles of association to the bank; submit a statement of account showing the payment to the notary's office.

Once the paid-in capital has been verified, the notary sends the registration of the GmbH with all documents (list of shareholders, managing director register application, deposit account statement, etc.) electronically to the responsible local court (commercial register). Upon entry in the commercial register, the GmbH becomes a legal entity. From this point on, it is liable with its company assets (the personal liability of the shareholders is limited). The registration court will then inform you of the commercial register number.

Subsequent registrations and official channels

Once you have been entered in the commercial register, you must inform various authorities. The following tasks are typically involved:

Registration with the tax office: Complete the tax registration form to obtain a tax number (and VAT ID if applicable). The trade office usually forwards the registration automatically, but you can also complete the process yourself at your tax office to speed it up.
Business registration: Register the (commercial or craft) business with the relevant municipality - usually with the extract from the commercial register. Make a note of the Chamber of Industry and Commerce or Chamber of Crafts on the form; as a rule, the trade office will forward your data to the chambers. Normally, you do not have to register separately with the IHK/HWK.
Company number & social security: Apply for a company number from the Federal Employment Agency if you want to hire employees. Register all employees with the relevant health insurance provider and pay the contributions to the employers' liability insurance association (accident insurance provider).
Transparency register: Enter the beneficial owners of the GmbH in the transparency register - this is required by law to prevent money laundering. However, this can also be done by the notary.
Further information: Create an opening balance sheet and set up imprint obligations. You may need special permits (e.g. business license), which you submit to the trade office at the same time as your registration.

Summary

The formation of a GmbH requires notarization. It is helpful if the company name and the amount of share capital have already been determined. The GmbH is not finally established until it is entered in the commercial register. Further administrative procedures are then required - for example at the bank, tax office and chambers - before you can get your company up and running. Your notary will provide you with competent support for all questions relating to the articles of association, notary or formalities and ensure that nothing is overlooked.