Company registration in Germany

Two things set the calendar of a German company. A notary records the articles before anything is filed, and part of the capital sits in the account before the register looks at the file.

Everything else we handle inside the country is gathered on the Germany page. Where the company could as easily be set up elsewhere, start from company registration and weigh the countries against each other.

What the notary records

• Articles of association, signed by every shareholder in notarial form.
• A model protocol instead, where there are up to three shareholders and one managing director and nothing departs from the statute.
• The share capital, the nominal value of each share in whole euros, and who takes which share.
• Proof that the contributions are where the law wants them at the moment of filing.
• The list of shareholders and the appointment of the managing directors.

How much has to be paid in

For a GmbH the application may go in once a quarter of the nominal value of each share is deposited and the deposits together reach half of the minimum capital, which is 12,500 euros. The rest is owed and called later.

A UG works the other way round. It is the same company with a smaller number in the articles, and may be registered only when the whole of that number has been deposited. A quarter of each annual surplus, after losses carried forward, then goes to a statutory reserve.

What the register court charges

The notary's own charge sits on top, on the statutory scale, and rises with the capital written into the articles.

Three ways the same founder can go

A GmbH with the full capital

The ordinary route. Twenty-five thousand in the articles, half of it paid before filing, no reserve duty and no addition to the name.

A UG with a smaller figure

Founded on any amount below the minimum, paid in full, carrying the words Unternehmergesellschaft (haftungsbeschraenkt) and building the reserve out of profit until it reaches the GmbH figure.

Recording by video link

The notarial recording of the articles may be taken over a video link under the rules of the Notarial Recording Act, unless some other formal requirement stands in the way.

What the first year taxes

• Corporation tax of 15% for assessment periods up to 2027, stepping down by one point a year to 10% from 2032.
• A solidarity surcharge of 5.5% charged on that corporation tax, not on the profit.
• Trade tax: a rate of 3.5% on the trading profit, multiplied by the municipal rate, with no allowance for a company.
• Notice of the opened business to the municipality within one month of the reportable event, and the tax registration form transmitted to the tax office electronically.

Sources: notarial form, capital and the UG — sections 2, 5, 5a and 7 of the Limited Liability Companies Act; company before entry — section 11 there; court fees — numbers 2100 and 2101 of the register fee ordinance; rates — section 23 of the Corporation Tax Act, section 4 of the Solidarity Surcharge Act, section 11 of the Trade Tax Act; notice — section 138 of the Fiscal Code.