Does a limited liability company disclose your information

The practical steps of establishing a GmbH

Establishing a GmbH: 3 links to get you started quickly

1. The GmbH at a glance

In the run-up to the establishment of a GmbH, the question arises for many founders which legal form to choose for self-employment. For this selection process, we have already put together a lot of information on the individual legal forms in the Legal Form chapter. Therefore, at this point we will only go into the central points of the GmbH:

  • A GmbH formation is only possible with a one-person GmbH and with several shareholders.
  • The establishment of a GmbH requires a minimum capital of € 25,000, whereby at least half must be paid in at the time of establishment.
  • The liability of the GmbH is limited to the company's assets.
  • The formal requirements for establishing a GmbH are high.

Alternatives to establishing a GmbH include, for example:

  • The establishment of a UG or mini GmbH, if you do not have the necessary start-up capital.
  • The establishment of a GbR, if you want a simplified establishment process and have no problem with private liability.

You can also use a tool to compare the legal form.

The GmbH start-up package includes, among other things. the support of a lawyer with the contracts for the formation of the GmbH, the opening balance sheet and a telephone service up to successful registration.

To the GmbH start-up package

2. Process of establishing a GmbH

Once you've decided on the limited liability company for your incorporation, it comes down to the practical steps. A notary is required for the establishment. The notary must notarize the articles of association and then submit it to the commercial register. The individual steps are as follows:

  1. You create a partnership agreement. We will go into this in more detail below.
  2. Then make an appointment with the notary. At this appointment, the notary reads the articles of association to the shareholders who are present.
  3. The partners sign the articles of association and the notary certifies the contract.
  4. In addition, the notary draws up a list of shareholders and other formalities.
  5. Before the notary reports the establishment of the GmbH to the commercial register, he asks for proof that the capital contribution has been paid into the GmbH's business account.
  6. Once the payment has been made, the notary registers the establishment of the GmbH with the commercial register. This takes place at the competent local court.
  7. The responsible local court usually needs a few days for processing and then sends a confirmation of the entry.

In the time between the notarial certification and the actual registration, the limited liability company operates with the addition in foundation - in short GmbH i.G.

3. Costs of establishing a GmbH

How high the costs of establishing a GmbH depend on various factors. Basically, you can assume a medium three- to low four-digit amount. The cost items in establishing a limited liability company include:

  • Costs for the articles of association: Here it depends, for example, on whether you take on an existing template or seek extensive legal advice if it is a more complex formation - especially if it involves the participation of an external investor.
  • Notary fees for certification and registration: these depend on the object value of the company, the number of partners and the work tasks of the notary. You can create some of the documents yourself - you can discuss this with the notary. The notary fees start from 400 euros. But you should calculate with around 800 euros.
  • Costs by the local court for the entry: a flat rate of 150 euros
  • Creation of an opening balance sheet: the opening balance sheet is also required when establishing a GmbH. The costs for this depend largely on whether you use a tax advisor or an accounting program, for example.

Further costs that arise immediately after the establishment of the GmbH are the membership fees at the IHK or HWK. Many founders receive the payment requests immediately after the start. For more details, we have put together a detailed overview of the start-up costs including examples.

Financing alternatives for the GmbH

In addition to financing through the house bank and subsidies, there are also:

4. Registration of the GmbH foundation

The first step in registering the limited liability company is in the commercial register. As already mentioned, this is initiated by the notary at the responsible local court. After registration, you will quickly receive mail from the tax office for tax registration. However, you also have an interest in this, as you need a tax number from the tax office in order to be able to write invoices. The tax office would like to have a large number of documents in this context, such as:

  • Extract from the commercial register, the articles of association, time of commencement of activity, the opening balance sheet, estimates of sales and profit in the year of establishment and the following year, the business registration, managing director and rental agreements, if any

From the requested documents, the next office with which you have to register the limited liability company can be found: the trade office. Appropriate forms for registration are available from the trade office. We have put together how the registration works in detail on the registration at the trade office.

In addition to these important offices, there are also a number of other authorities such as the employers' liability insurance association, the IHK or HWK and the Federal Employment Agency, where you have to register after the establishment of the GmbH: all the details.

Beware of rip-offs when founding a GmbH: After the entry in the commercial register, many founders receive strange payment requests for various directories.

Avoid HR fraud

5. Contracts when establishing a GmbH

A central and mandatory contract when establishing a limited liability company is the articles of association. This must absolutely contain:

  • Company name and headquarters, company purpose and amount of share capital as well
  • Number and nominal amounts of the shares that each shareholder holds against a contribution to the share capital.

It makes sense to also regulate the appointment of managing directors in the articles of association, since a limited liability company requires managing directors. In addition, the articles of association can contain further points in order to make special regulations.

The establishment of a GmbH can also take place with a sample protocol prescribed by law. This can be used when you want the limited company to have a maximum of three shareholders and one director. When using the sample protocol, however, no additional provisions may be made that would deviate from the law.

Furthermore, the list of shareholders is necessary, which must contain the following information about the shareholders:

  • Surname, first name, date of birth and place of residence
  • Nominal amounts and the serial numbers of the respective shares

If the sample protocol is used, it also functions as a list of shareholders. Further documents that are recommended when establishing a GmbH are:

6. Bookkeeping after the establishment of the GmbH

Bookkeeping is relatively complex for the limited liability company. A simple income-surplus calculation (EÜR for short) cannot be used. Instead, double bookkeeping or accounting takes place. More details can be found here. The micro balance sheet law has made the preparation of the annual financial statements for small corporations a little easier.

7. Further obligations after the establishment of the GmbH

The limited liability company, like other corporations, has special obligations long after it is set up. What is essential here is the obligation to publish the annual financial statements in the Federal Gazette. In addition, other changes after the establishment of the GmbH, such as a capital increase, a change in the business purpose or changes in the shareholders, must be reported to the commercial register.

The duties also include the resolution of the shareholders' meeting on the annual financial statements within a period of eight or eleven months after the end of the financial year. The shareholders' meeting is a central body anyway and has to be convened for certain decisions.

Author: Für-Grü editors

As editor-in-chief, René Klein has been responsible for the content of the portal and all publications by Für-Grü for over 10 years. He is a regular interlocutor in other media and writes numerous external specialist articles on start-up topics. Before his time as editor-in-chief and co-founder of Für-Grü, he advised listed companies in the field of financial market communication.