General – founding & basics · 1.5
GmbH in formation: What is permitted before registration?
Short answer
Between the notary appointment and entry in the commercial register (Handelsregister), your company exists as a “GmbH in Gründung” (GmbH i. G. / GmbH in formation). It can already open a bank account, enter into contracts, and issue invoices. However, whoever acts on its behalf during this time is personally liable.
Key points
- Before the notary appointment, no company exists yet. Contracts you conclude now do not automatically transfer to the future GmbH.
- Between the notary and registration, the GmbH i. G. acts with this addition in its name. The individuals acting on its behalf remain personally liable.
- Upon registration, the GmbH officially comes into existence and assumes the rights and obligations of the GmbH i. G.
- For tax purposes, the tax office (Finanzamt) generally treats the company as a GmbH from the notary appointment onward, provided it is subsequently registered.
- The tax registration questionnaire (Fragebogen zur steuerlichen Erfassung) for the Finanzamt is due as soon as business activities begin. This can occur prior to registration.
Major commitments such as an office lease or employment contracts are best concluded only after registration, or with a clause stipulating that the GmbH will assume the contract.
Legal basis
Continue
- Next video: Business Account: How Does the GmbH's Money Reach You?
- Related: When am I personally liable despite a UG or GmbH?
- Related: Can my GmbH deduct incorporation costs?
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