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General – founding & basics · 1.4

How Do I Form a UG or GmbH? Step by Step

Short answer

You form a UG or GmbH before a notary, pay the Stammkapital (share capital) into a business bank account, and have the company entered into the Handelsregister (commercial register). This is followed by trade registration, tax registration with the Finanzamt (tax office), and various register obligations. Legally, the company only comes into existence upon registration.

Key points

  1. Preparation: Determine company name, shareholders, managing director, amount of Stammkapital (share capital), and business purpose.
  2. Notary appointment: The articles of association are notarised. Using the Musterprotokoll (standard model protocol; up to 3 shareholders, 1 managing director) is less expensive. For cash formations, an online video appointment is also possible.
  3. Bank account and share capital: Open a business bank account and pay in the capital. The UG must be paid in full and only in cash; the GmbH requires at least half of the minimum statutory capital.
  4. Commercial register: The notary files the company registration, and the managing director certifies the payment.
  5. Gewerbeanmeldung (trade registration), as soon as the company engages in commercial activity.
  6. Finanzamt (tax office): Submit the Fragebogen zur steuerlichen Erfassung (tax registration questionnaire) within one month via ELSTER.
  7. Afterwards: Transparenzregister (transparency register), IHK (Chamber of Commerce and Industry), and, if applicable, the Berufsgenossenschaft (employers' liability insurance association).

Anyone acting in the name of the company before registration is personally liable. The share capital may be spent on business operations, but must not flow back to the shareholders.

Figures & thresholds (as of November 2026)

  • GmbH: at least €25,000 Stammkapital (share capital), of which at least €12,500 must be paid in upon registration; each share paid up to at least one quarter
  • UG: from €1, fully paid in, no contributions in kind
  • Notary and register costs depend on the share capital; cheaper when using the Musterprotokoll

Legal basis

§ 2 GmbHG§ 5a GmbHG§ 7 GmbHG§ 8 GmbHG§ 11 GmbHG§ 30 GmbHG

Continue

With Pluto

From the day of the notary appointment, you can manage your company's bookkeeping in Pluto, even during the formation phase.

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