General

The GmbH is the most widespread legal form in German business. In addition to this, the GmbH is the most preferred by foreign investors when founding a German company, and also by foreign companies when founding an entity in Germany.

Founding a GmbH

To set up a GmbH, at least one founding shareholder is required, that is either a natural or legal person, but it can also be another legally capable company (e.g. OHG, KG). The person can be based in Germany but this is not a legal requirement.

The nominal capital required for founding is at least 25,000 euros. An alternative to this is an asset-based foundation, whereby the contributed economic goods (real estate, company shares, machines etc.) must also have a common value of at least 25,000 euros.

Procedure for founding a GmbH

The following steps are required for founding a GmbH, whereby the company's location must be in Germany:

• Completion of a company contract which must be certified by a notary
• Lodgement of at least half of the nominal capital (at least 12,500 euros)
• Naming of a German business address for the GmbH
• Application for registration in the Companies Register in the district where the company is located
• Tax registration at the jurisdictional German tax office
• Local business registration at the jurisdictional local business office

Total costs for founding a GmbH are generally between 3,750 and 4,500 euros.

Management

A GmbH must have one or more managers (Geschaeftsfuehrer), whereby only natural persons with unlimited legal capacity may be appointed as managers. The manager may be based in Germany or in another country.

Liability

For obligations which arise before the company contract was certified, the founders shall be personally liable as joint debtors.

After entry into the Companies Register, outside liability for obligations is basically limited to the company assets of the GmbH.

Taxation

The income of a GmbH is subject to corporate tax, the solidarity surcharge, and local business tax.

Tax on turnover (VAT) applies in Germany essentially independently of the company's legal form and is explained in more detail on the next page.

Interested in more information?

If you are interested in more information or in founding a German company, please contact us via email to office@german-tax-consultants.com.