Founding a GmbH or UG is not a single trip to the authorities but a chain of steps that build on each other. Knowing the order saves weeks, because almost every step requires the previous one: no account, no proof of capital; no proof of capital, no registration; no entry in the register, no tax number.
It helps to understand that the company comes into being in three legal stages. Which stage you are in determines whether you are personally liable or not:
These three markers also appear in the timeline below. In addition, Active (your task) means you have to act yourself, and Automatic means it happens on its own or via the notary or authority.
01 Preparation & notary appointment
The foundation: articles of association, name and notarisation.
Before anything reaches an authority, you define the key facts: shareholders, managing directors, share capital, company name and business purpose. For simple setups (up to three shareholders, one managing director) the low-cost model protocol (Musterprotokoll) is enough; for more complex structures, custom articles are worth it.
Check the company nameActive (your task)
Free preliminary name check with the chamber of commerce (IHK), plus research in the commercial register and with the German Patent and Trade Mark Office (DPMA), so the name can actually be registered.
NotarisationActive (your task)
Appointment with all shareholders (or by power of attorney) and the managing directors. The articles of association, appointment of the managing directors, shareholder list and the commercial register application are notarised. With notarisation, the company "in formation" comes into being.
Certified copiesAutomatic
The notary prepares the certified documents and the application to the register court, but only files it once the share capital has been paid in.
A pure cash formation can now also be done online via video notarisation (since the DiRUG of 2022, extended step by step since). An in-person appointment is no longer mandatory.
02 Account, capital & registration
The path into the commercial register.
Open a business accountActive (your task)
In the name of the company "in formation". The bank asks for the notarised articles, the shareholder list and the managing directors' ID. The account must exist before registration, otherwise proof of capital is missing.
Pay in the share capitalActive (your task)
For a GmbH at least €12,500 (half of €25,000) at the time of registration. For a UG from €1, but paid in full and only in cash, without contributions in kind.
Application to the commercial registerAutomatic
Once the payment is confirmed, the notary files the application electronically with the register court (Amtsgericht).
Pay the court's fee noticeActive (your task)
The court or state justice treasury sends a fee invoice. Many courts only register after payment is received, so pay promptly.
Entry in the commercial registerAutomatic
The court reviews and registers. From now on the GmbH/UG exists as a legal entity and limited liability applies. You receive the register extract with the HRB number; publication happens automatically.
From the first registrations on, you're no longer on your own.
Steps 1 and 2 are a one-off effort. But now begins what stays with you as a company for good: registrations, deadlines, advance returns, bookkeeping, annual financial statements. Month after month, quarter after quarter, year after year.
This is exactly where Pluto Tax is at your side. Pluto reminds you of the covered obligations and deadlines, guides you through tax registration and keeps your bookkeeping structured and traceable.
03 Registrations after the entry
Registers, trade office and insurance.
With the entry, the company is born; now it has to be properly registered. Part of this runs as a chain reaction: when you register the business with the trade office, it informs the tax office, IHK, the statutory accident insurer and the statistics office on its own.
Transparency registerActive (your task)
Mandatory for every GmbH/UG since 2022: register the beneficial owners (over 25 % of shares or votes). This does not happen automatically and is subject to fines.
Business registration (Gewerbeanmeldung)Active (your task)
At the municipal trade office, with the register extract and ID.
Authorities are notifiedAutomatic
The trade office automatically informs the tax office, IHK/HWK, the statutory accident insurer and the state statistics office. Mandatory IHK membership and the contribution notice follow automatically.
Statutory accident insurance (Berufsgenossenschaft)Active (your task)
Statutory accident insurance is mandatory. Despite the trade office's notice, you have to register yourself, within one week.
Employer number & broadcasting feeActive (your task)
You need an employer number (Betriebsnummer) from the Federal Employment Agency as soon as you employ staff (including employed managing directors). Also register the business premises for the broadcasting fee (Rundfunkbeitrag).
In this phase we keep an eye on your tax obligations and deadlines with you and guide you through the tax and bookkeeping side from here, so you can focus on launching your company.
04 Tax registration
Questionnaire, tax number and identification numbers.
Set up ELSTER accessActive (your task)
Set up an organisation account with certificate at "Mein ELSTER" (the German online tax portal), required for the questionnaire and all later tax filings.
Tax registration questionnaireActive (your task)
Submitted only electronically via ELSTER. It asks, among other things, for bank details and SEPA mandate, expected revenue and profit, the choice between accrual and cash-based VAT (Soll- or Ist-Versteuerung) and, via a checkbox, the VAT ID.
Tax number (Steuernummer)Automatic
The tax office assigns it after processing the questionnaire and sends it by post.
VAT ID & business identification numberAutomatic
The VAT ID comes from the Federal Central Tax Office (BZSt), automatically if ticked in the questionnaire (otherwise separately via bzst.de). The new business identification number (since autumn 2024) is assigned without any application.
Pluto guides you through each field of the questionnaire, including accrual or cash-based VAT and the VAT ID. You review, approve and submit via your own ELSTER account.
05 Bookkeeping & first financial statements
From the opening balance sheet to the annual financial statements.
A corporation is required to use double-entry bookkeeping and prepare balance sheets from day one. A simple cash-basis income statement (EÜR) is not enough. That's why it starts with the opening balance sheet and ends the first financial year with the annual financial statements (Jahresabschluss).
Opening balance sheetActive (your task)
Required under § 242 HGB as of the founding date. It shows the paid-in capital and is the starting point of your bookkeeping (usually via a tax advisor).
Set up bookkeeping & e-invoicingActive (your task)
Choose a chart of accounts (SKR03/04), set up software, store records in line with GoBD. Since 1 Jan 2025, every company must be able to receive B2B e-invoices. You must be ready to receive them immediately; the obligation to issue them is phased in until 2027/2028.
Ongoing advance returnsActive (your task)
Advance VAT returns via ELSTER, plus wage tax and social security if you have staff. The formerly mandatory monthly filing for new companies is suspended up to and including 2026.
Annual financial statements: balance sheet, P&L, publicationActive (your task)
At the end of the first (short) financial year under HGB, plus the tax returns (corporate income tax, trade tax and VAT) and transmission of the balance sheet and P&L as an E-Bilanz (§ 5b EStG). Publication has run via the company register since 2022, at the latest twelve months after the end of the financial year.
Ongoing bookkeeping, advance VAT returns and, at year end, balance sheet, P&L and publication: you handle these yourself with Pluto. The software guides you step by step through each item and each deadline. You get a deadline calendar for the obligations covered in Pluto.
The overview
Who does what?
Active (your task)
- ›Notary appointment & notarisation
- ›Open a business account
- ›Pay in the share capital
- ›Pay the court's fee notice
- ›Register in the transparency register
- ›Register the business
- ›Accident insurance (within 1 week)
- ›ELSTER access & questionnaire
- ›Opening balance sheet & bookkeeping
- ›Advance returns & financial statements
From tax registration on, Pluto guides you through bookkeeping, advance returns and financial statements.From tax registration on, Pluto Tax is with you, from setup to the annual financial statements. Constantly at your side for bookkeeping and tax.No law requires you to use an external provider for ongoing bookkeeping and standard returns. For complex matters, a tax advisor remains the right contact.
Automatic
- ✓Certified copies (notary)
- ✓Application to the commercial register
- ✓Entry & publication
- ✓Trade office informs authorities
- ✓IHK/HWK contribution notice
- ✓Assignment of the tax number
- ✓VAT ID (if ticked)
- ✓Business identification number
Pluto Tax is with you from tax registration on, for the long run
After the first registrations following the entry, founding turns into ongoing operations: registrations, advance returns, bookkeeping and annual financial statements never stop. With Pluto Tax's bookkeeping and tax software you keep the deadlines of the covered obligations in view. Pluto guides you through bookkeeping, advance returns and financial statements, month after month and year after year.
Frequently asked questions
How long does founding a GmbH take overall?+
Realistically two to eight weeks. The biggest time factors are opening the bank account and the processing time of the register court, which varies a lot between local courts. With online notarisation and a fast bank, the upper end can be cut considerably.
What is the difference between a UG and a GmbH?+
Legally, a UG is a GmbH with lower starting capital: from €1 instead of €25,000, but paid fully in cash and with the obligation to set aside 25 % of profit each year until €25,000 is reached. Otherwise the founding process is identical.
When can I start issuing invoices?+
As soon as the company exists "in formation" (in Gründung), it can operate and issue invoices. Until the tax number (Steuernummer) arrives, the invoice lacks a mandatory detail under § 14 (4) UStG; it is common to note "tax number applied for" and complete the invoice once it is assigned. VAT arises regardless. If in doubt, a tax advisor can help with the transition phase.
Do I have to use a tax advisor?+
No law requires a UG or GmbH to hire a tax advisor. Management is responsible for bookkeeping and returns, with or without an advisor. With Pluto you prepare your bookkeeping, financial statements and returns yourself and submit them yourself. For cross-border matters, restructurings or tax audits, you bring in a tax advisor.
About this guide. This article gives a general overview of founding a GmbH or UG in Germany (as of July 2026). It is not individual legal or tax advice. Deadlines, fees and procedures may differ by federal state and responsible register court. Please check the requirements that apply to you or talk to a tax advisor. See also our price comparison.