GuidePrice comparisonTry it for free
← Back to knowledge overview

General – founding & basics · 1.16

Can my GmbH deduct incorporation costs?

Short answer

Yes, if the articles of association state that the company bears the incorporation costs up to a maximum amount. Without such a clause, the shareholders must pay these costs personally.

Key points

  • The articles of association specify that the GmbH assumes incorporation costs up to a specified maximum amount.
  • With the Musterprotokoll (standardized model formation protocol), this amount is capped by statute.
  • Typical incorporation costs: notary and commercial register fees, trade registration, formation advisory, opening balance sheet.
  • Every amount requires an invoice and a clear reference to the formation.
  • If you paid out of pocket prior to incorporation, the GmbH can reimburse you later within the scope of the statutory clause. Keep all receipts.

If the GmbH pays without such a clause or beyond the maximum cap, this can trigger a verdeckte Gewinnausschüttung (hidden profit distribution). Items purchased by the GmbH for business operations after the notary appointment, by contrast, count as normal Betriebsausgaben (operating expenses).

Figures & thresholds (as of November 2026)

  • Musterprotokoll: at most €300, up to a maximum of the share capital amount. Any excess must be borne by the shareholders.
  • Custom articles of association: no statutory fixed cap. In practice, often around 10% of the share capital, subject to case-by-case review.

Legal basis

§ 8 KStG§ 2 GmbHG§ 4 EStG

Continue

With Pluto

You categorize incorporation costs in Pluto under their own dedicated category so they show up correctly in your first annual financial statements.

Try it for free
← Back to topic