ul. Żywiecka 155a, 43-300 Bielsko-Biała +48 515 096 602 biuro@fenixtax.pl
Baner
Germany Germany

Company Formation in Germany - GmbH and UG registration step by step

We manage the entire process on your behalf: from verifying the company name and preparing documents, through coordinating with the notary and entry in the commercial register, to registration with the Gewerbeamt and Finanzamt and opening a business bank account.

GmbH and UG companies
Company name verification and notarial services
Handelsregister, Gewerbeamt and Finanzamt
Business bank account and virtual office

Germany

Price List

Company formation services and fees in Germany

Service Price
1GmbH company registration in Germany (our fee) 2 250 € gross
2UG company registration in Germany (our fee) 2 050 € gross

Comprehensive GmbH company registration in Germany

Setting up a GmbH company in Germany involves numerous legal, registration and administrative formalities. We manage the entire process on your behalf: from preparing the documents and coordinating with the notary to completing the company's registration.

Our aim is to ensure a smooth and efficient registration process with minimal administrative work on your part. We coordinate every stage and help arrange everything needed to start trading: a business bank account, a registered office address and the necessary registrations with the authorities.

We establish GmbH and UG (haftungsbeschränkt) companies, the latter being a form of GmbH with a lower initial capital requirement.

Consultation before setting up a company in Germany

What our service includes

  • Verification and preparation: checking the uniqueness of the company name and drafting a tailored company agreement.
  • Notarial services: complete organisation and preparation of the appointment at the notary's office.
  • Tax and registration documentation: preparing applications and registering the company with the tax office (Finanzamt) and business registration authority (Gewerbeamt).
  • Official formalities: completing all necessary procedures with German government authorities.
  • Business infrastructure: assistance with choosing a business location or registering a virtual office at a prestigious address.
  • Accounting and tax support: assistance with selecting an accounting firm and a licensed tax adviser.
  • Business bank account: comprehensive assistance with opening a company bank account.
Scope of company formation services in Germany
Free consultation

Not sure which legal structure to choose?
We will advise you before you set up your company

How to register a company in Germany step by step

  1. Verification of the company name (commercial register, patent office, IHK).
  2. Appointment with a notary and signing of the incorporation documents.
  3. Opening a bank account and depositing the share capital (company in formation, GmbH i.G.).
  4. Entry in the commercial register (Handelsregister) and allocation of an HRB number.
  5. Business registration with the local authority (Gewerbeamt).
  6. Tax registration with the tax office (Finanzamt): tax number (Steuernummer) and VAT-ID.

We ensure that every step is completed in the correct order. Invoices may only be issued after the company has been entered in the commercial register and registered with the Gewerbeamt. Issuing invoices earlier may result in a fine.

Step-by-step company registration in Germany

Company name verification

German law imposes very strict requirements on company names. If a name breaches the regulations, the registration court will reject the application. This can cause delays of several weeks and require the notary and court fees to be paid again. That is why we check every proposed name before the notary appointment.

Why is company name verification so important?

  • Distinctiveness requirement (§ 30 HGB): a new company name must be clearly distinguishable from those of businesses registered with the same registration court (Amtsgericht). For example, if a company called „Müller Logistik GmbH” already operates in the city, the court will not register an identical or very similar name.
  • Prohibition of misleading names (§ 18 HGB): a company name must not suggest anything that is untrue. „Munich Bio Trade GmbH” may be rejected if the company has no connection with Munich or organic products. Words such as „Deutsche”, „Euro”, „Holding” or „Akademia” are subject to special protection.
  • Trade marks: even a registered company name may infringe someone else's trade mark rights in Germany or the EU. This can lead to legal proceedings, compensation claims and expensive rebranding (company name, logo, domain and stamps).

How do we verify a company name?

  1. Official registers: we search the central commercial register portal (Handelsregister.de) and the trade mark databases of DPMA (Germany) and EUIPO (EU).
  2. Opinion of the Chamber of Industry and Commerce (IHK): we submit an application for a preliminary name assessment (Firmennamensprüfung), including 2–3 proposed names and a description of the business activities. A positive opinion from the IHK, enclosed with the documents, can significantly speed up registration with the court.
  3. Domain and online presence: we check the availability of .de or .com domains and suitable social media profile names.
Company name verification in Germany

Notarial assistance

We provide comprehensive preparation and coordination of the notarial procedures involved in establishing your company. We prepare the necessary documents, arrange the appointment and support you throughout every stage of communication with the German notary.

We ensure that all documentation is properly prepared so that the signing of the incorporation deed and the subsequent registration of the company proceed smoothly, without unnecessary formalities for you.

The company agreement is signed before a German notary: either in person at the notary's office or, in many cases, online via a notarial video conference. We handle the remaining formalities on your behalf.

Notarial assistance with company formation in Germany

Entry of the company in the commercial register (Handelsregister)

Registering a GmbH in the German commercial register typically costs between 225 € and 360 € (court fee). The rates are set out in the German court fee regulations (HRegGebV), with the exact amount depending primarily on how the capital is contributed.

  • Cash contribution (Bareinlage): the share capital (normally at least 25 000 €) is deposited into the company's account by bank transfer or in cash. The court fee for the initial registration is 225 €.
  • Contribution in kind (Sacheinlage): where any part of the capital consists of property, vehicles, machinery or copyright, the court must examine the valuation of these assets. The fee then increases to 360 €.

Before submitting the registration application, at least half of the share capital must be paid in, amounting to 12 500 €.

Why entrust this process to specialists? If the documents contain errors and the court rejects the application, a fee of 170% of the standard rate is charged, and the entire procedure must be repeated.

Entry of a company in the commercial register in Germany

Company registration with the local authority (Gewerbeanmeldung)

Every newly established company in Germany must be registered with the relevant municipal or local authority (Gewerbeamt). Business registration, known as Gewerbeanmeldung, is used, among other purposes, to assess the local trade tax (Gewerbesteuer).

When must business activities be registered?

Only after the company has been entered in the commercial register and received its HRB number. Registration is generally required within 14 days of commencing business activities. Issuing invoices before registering with the Gewerbeamt may result in a financial penalty (Ordnungswidrigkeit), which is why we ensure that all steps are completed in the correct order.

100% online registration

In most federal states, the registration can be submitted electronically through regional government portals. The application must be accompanied by an extract from the commercial register (Handelsregisterauszug) and a copy of the identity card or passport of the managing director (Geschäftsführer).

The business registration fee typically ranges from 15 to 65 €, depending on the city and federal state, and is payable online (by card, PayPal or bank transfer).

Registration of company activities with the Gewerbeamt

GmbH or UG? A UG as a more affordable way to start a business in Germany

A UG, or Unternehmergesellschaft (haftungsbeschränkt), is a form of GmbH regulated by § 5a of the German GmbH Act. It is often referred to as a „mini-GmbH”. As with a GmbH, the shareholders' liability for the company's obligations is limited to the capital contributed, and both company types are taxed in the same way.

GmbH companyUG (haftungsbeschränkt) company
Minimum share capital25 000 €from 1 €
Capital paid in before registrationmin. 12 500 €100% of the declared capital
Contribution in kindpermittednot permitted, cash contributions only
Required designation in the company name„GmbH”mandatory „UG (haftungsbeschränkt)”
Profit distributionno statutory restrictions25% of annual profit must be allocated to a capital reserve until the capital reaches 25 000 €
Shareholders' liabilitylimited to the capitallimited to the capital
Taxescorporation tax (Körperschaftsteuer) and Gewerbesteuerthe same as for a GmbH
Reputation with banks and business partnershigh credibilitylower due to the small amount of capital
Handelsregister registration fee225–360 €225 € (cash contributions only)

When should you choose a UG and when a GmbH?

  • UG is suitable for starting a business on a limited budget, providing services, operating in low-risk sectors or testing the German market quickly.
  • GmbH is a better choice when credibility matters, particularly for large contracts, tenders, leasing arrangements or bank loans.
  • From UG to GmbH: once the capital (from contributions or retained profits) reaches 25 000 €, a UG can be converted into a GmbH without establishing a new company. We can also assist you with this process.

Practical advice: although a UG can be established with share capital of just 1 €, we recommend a higher amount. The capital should be sufficient to cover at least the formation costs and the company's initial expenses.

How much does it cost to set up a company in Germany?

We charge a fixed fee: 2 250 € gross for a GmbH and 2 050 € gross for a UG. The scope of our services is the same for both company types. In addition to our fee, you will need to cover the following costs in accordance with German fee schedules:

  • notary's fees: 815–932 € + 19% VAT,
  • entry in the Handelsregister: 225–360 € for a GmbH, 225 € for a UG,
  • business registration (Gewerbeanmeldung): 15–65 €.

The total cost of establishing a GmbH is therefore approximately 3 460 €–3 784 €, while setting up a UG costs approximately 3 260 €–3 449 €. Share capital (at least 25 000 € for a GmbH) is not an expense, as it remains an asset of the company.

Cost of setting up a company in Germany

Who can be a managing director of a company in Germany?

A GmbH or UG is managed by a managing director (Geschäftsführer). This may be a shareholder or an external individual, including an EU citizen. The managing director does not have to live in Germany or hold German citizenship. A sole owner may also be the company's sole shareholder and managing director.

A company registered in Germany must have a registered office and an address for receiving official correspondence within Germany. We can help you choose a suitable location or register a virtual office.

Managing director of a company in Germany

What are the benefits for you?

Deciding to start a business in Germany is an important step, so it is worth ensuring that your company is properly prepared from the outset. A well-managed registration process helps prevent delays and administrative problems at later stages of your business activities.

We remain at your disposal after the registration is complete. We provide accounting and tax support, together with assistance in meeting your company's ongoing obligations in Germany. You can access comprehensive services in one place:

If you are starting a business in Germany as an individual, you may also wish to explore sole trader registration (Gewerbe).

Company registration in Germany without administrative complications

FAQ

How much does it cost to establish a GmbH in Germany?

Our fee is 2 250 € gross. Additional costs include the notary's fees (815–932 € + 19% VAT), entry in the Handelsregister (225–360 €) and registration with the Gewerbeamt (15–65 €).

How much does it cost to establish a UG?

Our fee is 2 050 € gross, and the Handelsregister registration fee is 225 €. The remaining charges are the same as for a GmbH.

How much share capital is required?

A GmbH requires a minimum share capital of 25 000 € (at least 12 500 € must be paid in before registration). A UG can be established with share capital of just 1 €.

Can I convert a UG into a GmbH later?

Yes. Once the company's capital reaches 25 000 €, a UG can be converted into a GmbH without establishing a new company.

When can I start issuing invoices?

After the company has been entered in the commercial register and its business activities have been registered with the Gewerbeamt. Issuing invoices before this may result in a fine.

Do I need to travel to Germany?

The company agreement is signed before a German notary: either in person at the notary's office or, in many cases, online via a notarial video conference. We handle the remaining formalities on your behalf.

Can an EU citizen establish a company in Germany?

Yes. Any EU citizen can establish a GmbH or UG in Germany. A Polish company may also be a shareholder. The company must have a registered office address in Germany.

Does the company need an address in Germany?

Yes. A company registered in Germany must have a registered office and an address for receiving official correspondence within Germany. We can help you choose a suitable location or register a virtual office.

What is the difference between a company and a sole trader business (Gewerbe)?

As a sole trader, the owner is personally liable for business debts with all their assets. In a GmbH or UG, liability is limited to the company's assets, but incorporation requires a notary, entry in the commercial register and full accounting records.