Reasons for setting up a business in Germany

Establishing a GmbH is often a sensible strategic step for businesses to achieve access to the German market. Experience has taught us that a German business is more likely to be trusted by German business partners than a foreign business. A GmbH is the most common type of corporation in Germany. We hereby provide you with a concise overview of steps to be taken in order to establish a German GmbH.

Step 1

First, you outline your plans for the German market. In this step, we will be your sparring partner and discuss the advantages and disadvantages of establishing a GmbH in your specific case. Due to the large scope for contractual design, the GmbH is a rather flexible corporation. Therefore, we will map your preferences regarding the institutional design of the GmbH:

• Do you prefer a classic GmbH with a share capital of at least € 25.000,00, or would you rather establish a 1-Euro-GmbH?
• Who will be shareholder(s) of the GmbH ?
• What will be the business name of the GmbH?
• What will be the company object?
• Where will the GmbH be based?
• Who will be managing director (Geschäftsführer) of the GmbH?

Step 2

We draft the articles of association that shape the identity and constitution of the GmbH – made to measure.

Step 3

We will discuss and review the concept articles of association with you in detail.

Step 4

We will forward the concept articles of association to a notary and schedule an appointment with the notary. We will reply to any questions from the notary regarding the concept articles of association.

Step 5

If you wish, we will make an appointment with a bank in order to open a company account.

Step 6

We will accompany you to a session at the notary’s office, where the articles of association will be notarized. The articles of association must be signed by all founding shareholders. In a notarial deed, one or more managing directors of the GmbH are appointed. You will receive a certified copy of the Certificate of Incorporation on site. During this session at the notary, the application for entry into the Commercial Register will already be signed by the managing director of the GmbH (Geschäftsführer).

Step 7

After the articles of association have been notarized, the managing director (Geschäftsführer) of the GmbH under incorporation should open a company account and deposit the share capital. For registration with the commercial register, a payment of at least € 12.500,00 in total is to be deposited.

Step 8

The shareholders of the GmbH deposit the share capital on the GmbH’s company account. As soon as the deposit is done, the bank or the Geschäftsführer informs the notary.

Step 9

The notary sends the application for entry into the Commercial Register (step 6) to the Local Court (Commercial Register).

Step 10

It will take about one to two weeks before your GmbH is actually registered with the Commercial Register. You will receive an affirmation of your registration. The GmbH is now a legal entity and business operations can commence.

The new GmbH also has to be registered with the local trade office (Gewerbeamt) and the German tax authority (Finanzamt). If you wish, we can see about these registrations as well.

Do you intent to set up a German GmbH? Please contact one of our attorneys of law at Lutze Rechtsanwälte.