How to establish a GmbH in five steps
Below are five steps involved in starting a GmbH.
1. Drafting the articles of association/Gesellschaftsvertrag
The German notary will prepare a draft of the articles of association (Gesellschaftsvertrag) for the GmbH, which must then be signed by the shareholders. To incorporate the GmbH and draw up the Gesellschaftsvertrag, the notary will require the following information:
- The official name of the GmbH.
- The objectives/business purpose of the GmbH.
- The GmbH’s registered address.
- Details of the Geschäftsführer (managing director) in Germany. The Geschäftsführer must be a natural person, not a legal entity. The notary will require a copy of a valid ID for this person.
- The shareholder(s) of the GmbH. Additional information may be required for each shareholder, whether a B.V. or an natural person.
- The amount of share capital/Stammkapital to be deposited in Germany. The statutory minimum is €25,000.
2. Opening a bank account and depositing capital
Once the Gesellschaftsvertrag has been drawn up, you can make an appointment with a bank (for example, Volksbank in Gronau) to open a business account on which to deposit the Stammkapital.
3. Confirmation to the German notary
Once the capital has been deposited, the bank will issue a confirmation and send it to the German notary.
4. Registration in the German Trade Register
Once the German notary has received the bank confirmation, the GmbH can be registered in the German Trade Register of the relevant Amtsgericht (district court). After registration and publication of the GmbH’s incorporation, the company is officially established.
5. Registration with the German Tax Administration and Municipality
The GmbH must also be registered with the German Tax Administration and the relevant local municipality.
