Details Incorporation GmbH Germany (limited liability company)
The limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) is the most common form of the capital company in the Federal Republic of Germany. It combines the liability limitation of the partners with clear administration costs and company structures. The limited liability company is also a common form of group company due to the answerability of the directors.
Company foundation process
The task for the foundation of the company is arranged so that even at the time of commissioning, you generally provide all information that we need from you in order to prepare the founding documents.
After commissioning, we first check the permissibility of the required company name by preliminary enquiries to the responsible court of registration and/or responsible chamber of commerce and industry. On request, we also check for conflicting brands, companies and domains.
Together with a notary, we then compile the founding documents on the basis of your information provided when commissioning us, which include the foundation certificate, the company articles of association, the list of partners and the Companies Register application. If the company foundation is to be carried out by an authorised representative or trustee, we also prepare the necessary authorisation or trustee contract for you. We agree all the drafts with you, and if necessary explain the contents and consequences of the relevant regulations.
If one of the partners is a foreign company, further documents are required for notarial certification. The Court of Registry requires confirmations that the foreign company and its representatives lawfully exist. Depending on the country of origin, you require officially certified copies, an endorsement and/or a certified translation. We will then tell you which requirements apply for your limited liability company.
The actual company foundation takes place when the foundation certificate of the limited liability company and the articles of association are notarially certified. The company exists from this moment, although only as a limited liability company under foundation (GmbH i.Gr.) until entry in the Companies Register. After certification, the limited liability company under foundation opens a business account, into which the partner or partners pay the capital investment assumed.
The Managing Director of the newly formed limited liability company usually takes part in the certification meeting, and at this point signs the application to the Companies Register. If the Managing Director is not present in person, he can also sign the application with another notary, or in a German embassy or consulate. The application to the Companies Register is submitted electronically to the court of registration by the notary as soon as the payment of the capital investment has been confirmed to the notary.
Finally, the court of registration checks the application to the Companies Register and the foundation documents submitted, and if there are no objections, enters the limited liability company in the Companies Register. The company suffix “under foundation” (i.Gr.) is omitted on entry.
In our experience, it takes only 2 to 4 weeks from the commission until entry in the Companies Register.