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Step-by-step process to register a GmbH (Gesellschaft mit beschränkter Haftung) in Germany

Posted on by Editor Taxfba
15
Nov

     Step 1: Planning and Preparation

    1. Business planning: Define your company’s structure, commercial objectives, capital structure, and choose a name for the GmbH.
    2. Minimum share capital: You’ll need a minimum share capital of 25,000 euros.
    3. Appointment of shareholders and directors: Identify the founding shareholders and company directors.

     Step 2: Articles of Association (Gesellschaftsvertrag)

    1. Drafting the Articles of Association: The Articles need to be drafted and notarized, including information about the company, its shareholders, governance structure, share capital, etc.
    2. Notary Public: Present the Articles of Association to a notary public in Germany for authentication.

     Step 3: Commercial Register

    1. Application for registration: Submit the required documents to the local Commercial Register (Handelsregister).
    2. Required documentation: Besides the Articles of Association, specific forms and identification documentation of shareholders and directors will be needed.
    3. Payment of fees: Pay the necessary fees for registration.

     Step 4: Publication in the Official Gazette

    1. Publication: Information about the formation of the GmbH must be published in the Official Gazette (Bundesanzeiger).
    2. Confirmation: Once published, you’ll receive a registration confirmation.

     Step 5: Tax and Social Security Registration

    1. Tax registration: Register your company with the tax office (Finanzamt) to obtain a tax identification number.
    2. Social security registration: Enroll in social security for employees if applicable.

     Step 6: Ongoing Compliance

    1. Legal compliance: Fulfill ongoing legal and tax obligations, such as filing annual reports, tax payments, etc.
    2. Accounting management: Maintain proper accounting and follow German accounting regulations.

     Important Notes:

    • It’s advisable to seek legal and accounting advice to ensure all procedures are correctly followed. TAXFBA could support you in this process. Please get in contact with us for mor information.
    • The timeline for completing this process can vary but may take several weeks from planning to final registration.

*Please note that these steps provide a general guide and might slightly vary based on the exact location and specific circumstances.

Additional details

Documentation

The documentation required to register a GmbH must be in German. If you don’t speak German, you can hire a professional translator to help you.
 

Social capital

The share capital of the GmbH can be deposited in a German bank account at any bank. The share capital must be deposited in cash, in the form of a bank check or bank transfer.
 

Registration in the Commercial Registry

The German Business Register is located in every German city. You can find the address of your city’s Commercial Register on the German government website.
 

Tax identification number

You can apply for a USt-ID-Nr. online on the Finanzamt website. You can also apply for a USt-ID-Nr. by mail, sending the application form to the corresponding Finanzamt.
 

Company seal

You can get a company stamp at any local print shop. The company seal must include the name of the GmbH, the registered office of the GmbH and the registration number of the GmbH.
 

Commercial license

If your business is subject to business licenses, you must obtain them from the relevant local authority. The competent local authority may be your city council or a regional government office.
 

Processing time

The entire GmbH registration process usually takes a few weeks. Once your company is registered, you can start operating.

If your business is subject to business licenses, you must obtain them from the relevant local authority. The competent local authority may be your city council or a regional government office.