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13.08.2012 07:07

How to incorporate a Mini-GmbH in Germany?

Are you thinking about doing business in Germany and are you not quite sure which kind of legal structure it should have? Are you thinking about a limited liability company but you don’t want to afford the initial capital of 25,000 Euro? Then we would suggest to found a limited liability entrepreneurial company (German official abbreviation: UG (haftungsbeschränkt)) - the so called “Mini-GmbH”.

By: Jana Burek-Fürstenow

The Mini- GmbH would be a very good choice. You will get a real corporation with limited liability. You are allowed to use it universally, whether as a kind of holding for investments or as a first legal form for a prospective start-up.

Basically the UG is similar to a GmbH except for the fact that the share capital is not about 25,000 Euro. Philosophically speaking you just need 1 Euro for the incorporation. However, please note that the German legislator intends that every UG should become a real GmbH over time by retaining parts of its earnings until the capital has grown up to 25,000 Euro. All in all the UG is a good equivalent to the Limited (Ltd.). But especially in Germany the UG is more popularly accepted than a foreign Ltd.

So then, how to found it? First of all the foundation is relatively cheap and easy and if everything works fine the foundation proceedings are done within a few weeks.

What are the required information? You will need a registered name, a definition of the business purpose, the amount of share capital, a registered address and the names of the shareholders (max 3 persons or another company) and the managing directors. If one of the shareholders should be a company you are required to prove the existance of this company and who are the persons that are allowed to represent the company. Basically you will need a certified and apostilled excerpt from your local trade register and certified and apostilled articles of association.

With all of these information it is possible to draft the documents for the foundation appointment.

If you are not able to come to Germany for the foundation appointment with the notary public someone could represent you with a power of attorney.

More information regarding the incorporation you will also find on our website.

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