Register GmbH

Registration

To submit an application, please contact a notary.

• The notary will advise you on how to formulate the application.
• Registration takes place exclusively by electronic means; a publicly notarized document is created for this purpose.
• The declaration is provided with an electronic signature (within the meaning of Section 39a Beurkundungsgesetz/BeurkG) and sent to the electronic court and administrative mailbox of the registry court.

Changes

Have important details about your company, such as the registered office, legal form or authorized representatives, changed? Then please have the commercial register entry corrected immediately.

Registration is carried out in the same way exclusively via a notary.

Contact the trade office responsible for the company's registered office.

Before registering the GmbH

• the articles of association are available,
• the contributions in kind in full and
• the cash contributions must be paid up to at least 25 percent of the respective nominal amount of each individual share.
• In total, at least enough must be paid into the share capital so that the total amount of the paid-in cash contributions plus the total amount of the shares for which contributions in kind are to be made reaches at least half of the minimum share capital, i.e. EUR 12,500.00.

The following documents are required to register a GmbH:

• the social contract,
• the legitimacy of the managing directors if they are not appointed in the articles of association,
• a list of shareholders signed by the applicants. This list should contain the surnames, first names, dates of birth and places of residence of the shareholders as well as the nominal amounts and serial numbers of the shares acquired.
• an assurance from all applicants that the contributions have been made as prescribed and are definitively at the free disposal of the managing directors,
• a non-cash formation report with contracts and supporting documents on the value of the non-cash contributions in the case of non-cash formations and
• an assurance from the managing directors that there are no legal obstacles to their appointment and that they have been informed of their unlimited duty to provide information to the court.
• The registration must also state a domestic business address and the type and scope of the managing directors' power of representation.

There are often several weeks between drawing up the articles of association and registration in the commercial register. You should therefore check that the articles of association are up to date before registering.

Special provisions apply to entrepreneurial companies: These are a special legal form of limited liability company (GmbH) to which all provisions of the Limited Liability Companies Act apply, unless special provisions expressly stipulate otherwise. The share capital of the entrepreneurial company must be at least €1.00 and may not exceed €24,999.00. The company must include the designation "Unternehmergesellschaft (haftungsbeschränkt)" or "UG (haftungsbeschränkt)" in its name. The share capital must be paid in full before registration in the commercial register, and contributions in kind are prohibited.

• § 12 of the German Commercial Code (HGB)
• § Section 7 of the Limited Liability Companies Act (GmbHG)

• Business registration according to §14 or §55c of the trade regulations