02Formation architecture
The building blocks of a German company formation.
Formation involves several parties: the articles are notarised, the company is entered in the commercial register, and it registers for tax once it starts operating. Timing depends on the structure and how the process runs.
GesellschafterShareholder
Owns the company. A UG or GmbH can have a single shareholder, who may live outside Germany.
GeschäftsführerManaging director
Manages and represents the company; can be the same person as the shareholder. Where management takes place matters for tax.
NotarNotarises
Formally notarises the articles and submits the commercial register filing. In certain cases this can be done by video.
Founders living abroad can be shareholders and managing directors, but where the company is actually managed from is assessed separately for tax and operations.
- Articles of association
- Notarisation is required; a standard template (Musterprotokoll) can be used for up to three shareholders and one managing director.
- Registered seat (Sitz)
- The company's registered seat in Germany, set in the articles.
- Capital payment
- Paid in before registration: in full and in cash for a UG, at least the statutory minimum portion for a GmbH.
- Handelsregister
- Entry in the commercial register, usually filed via the notary.
- Tax registration
- After starting operations, a tax registration questionnaire goes to the tax office via ELSTER.
- Gewerbeanmeldung
- Trade registration, where the activity requires it.