Details Incorporation of a German "Mini-GmbH" (UG)
Just 4 steps to set up your company – fast and easy!
1. Mandate us on our website
2. Preparation of the notary appointment
3. Certification with the notary
4. Entry at the trade register
The way to your mini limited liability company within a few weeks! Use the simplest and most cost-effective way to found a limited liability capital company under German law. We prepare the model protocol for the registration of the company foundation according to your specifications. In our experience, it takes only 2 to 4 weeks from the commission until entry of the limited liability entrepreneurial company in the Companies Register.
The limited liability entrepreneurial company (German abbreviation: UG (haftungsbeschränkt)) is a German corporation with a limited liability. Like all German corporation the registered seat is legally required to be within Germany. The only difference to a "normal" GmbH is that the minimum equity capital of € 25,000 does not apply in this case. Instead, a limited liability entrepreneurial company can be set up with equity capital of € 1. You can therefore take advantage of the benefits of a normal limited liability company with the minimum founding costs, i.e. the liability limitation of the partners and clear administration costs and company structures. With unproblematic later increase of the equity capital to at least € 25,000, you can change the company suffix to “GmbH” (English: Ltd.).
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 required for preparation of the foundation 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 model protocol and the application to the Companies Register on the basis of your information provided when commissioning us. We agree 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 registration requires confirmations that the foreign company exists, and who represents the foreign company. 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 entrepreneurial company.
The actual company foundation takes place when the model protocol is notarially certified in accordance with the Appendix to § 2 Para. 1a GmbHG. The company exists from this moment, although only as a limited liability entrepreneurial company under foundation (UG (haftungsbeschränkt) in Gründung (“i.Gr.”)) until entry in the Companies Register. After certification, the limited liability entrepreneurial company under foundation opens a business account, into which the partner or partners pay the assumed capital investment.
The Managing Director of the newly formed limited liability entrepreneurial 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 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 entrepreneurial company in the Companies Register. The company suffix “under foundation” (i.Gr.) is omitted on entry.
After the registration of your company at the Companies Register you will have to register the company at the financial authorities (Finanzamt) and the trade office (Gewerbeamt). The tax advisors from Lübeck & Kollegen could provide you and your company with the required services for a lump sum fee.