Registration of a limited liability company (GmbH) in the Commercial Register

Registration

To submit an application, please contact a notary.

• The notary will advise you on how to formulate the application.
• The application is made exclusively electronically and a publicly notarized document is created for this purpose.
• The declaration is provided with an electronic signature (in accordance with § 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.

The entry is made in the same way exclusively via a notary.

For registration: a notary's office of your choice.

For registration: Register court (at the local court) at the registered office of your company.

Before the GmbH is registered

• the articles of association must be available,
• the contributions in kind must be paid in full and
• at least 25% of the nominal amount of each individual share must have been paid in cash.
• In total, at least enough must have been 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 articles of association,
• the legitimation of the managing directors, if they have not been appointed in the articles of association,
• a list of shareholders signed by the applicants. This 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 finally 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 include 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 entry in the commercial register. You should therefore check that the articles of association are up to date before registering.

Special features apply to theUnternehmergesellschaft: This is a special legal form variant of the GmbH to which all regulations of the GmbH Act apply, unless there are expressly deviating special regulations. The share capital of the entrepreneurial company must be at least EUR 1.00 and may not exceed EUR 24,999.00. The name of the company must be "Unternehmergesellschaft (haftungsbeschränkt)" or "UG (haftungsbeschränkt)". The share capital must be paid up in full before registration in the commercial register, whereby contributions in kind are prohibited.

The fees for entry in the commercial register depend on the amount of work involved.

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