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SOBBETRADE CONSULTING

Germany Company Formation

Let's form your German company with infrastructure built for EU operations.

We plan UG or GmbH formation around your sales model in Germany and the EU — together with the processes that run separately from formation, such as tax registration, accounting, VAT and product compliance.

01Entity type

UG or GmbH?

Both are limited liability companies and both can be formed by a single shareholder. They differ in capital and profit rules; which suits you depends on your capital plans and business model.

UG

01

Unternehmergesellschaft (haftungsbeschränkt)

A form of GmbH that can be set up below the GmbH minimum capital; its name must include “UG (haftungsbeschränkt)”.

Capital

  • Can start below €25,000
  • Capital paid fully in cash; no contributions in kind

Profit & reserve

  • A quarter of the annual surplus goes to a statutory reserve
  • These special rules end once capital reaches €25,000

GmbH

02

Gesellschaft mit beschränkter Haftung

Germany's established limited liability company, widely recognised by business partners and financial institutions.

Capital

  • At least €25,000 share capital
  • Contributions in kind are possible

Profit & reserve

  • No UG-specific mandatory reserve
  • Profit distribution per the articles and the law

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.

03Tax & accounting

Formation is only the first layer.

The commercial register entry creates the company; tax is handled by the tax office (Finanzamt). The tax number, corporate and trade tax, VAT and accounting are separate obligations shaped by the company's activity.

Scope and timing depend on the activity, where the company is managed and the sales model. This is a map, not a universal timetable.

Our EU product compliance services

Commercial register

Handelsregister

Formation entry
The company gains legal personality on registration.
Changes
Reporting changes of directors, capital or seat.

Tax office

Finanzamt

Tax number
Issued after the tax registration questionnaire is reviewed.
Körperschaftsteuer & Gewerbesteuer
Corporate income tax and trade tax on company profits.
VAT returns
Depending on the company's VAT position.
Advance payments
As set by the tax office based on estimates.
Accounting (Buchführung)The basis for the annual financial statements and all returns.

VAT

Forming a German company doesn't automatically resolve EU VAT obligations.

VAT obligations follow how goods and sales move, not the country the company is formed in. Holding stock in Germany usually creates German VAT obligations, and if stock or sales extend to other EU countries, obligations can arise there too.

What can matter

  • Stock location
  • Sales model
  • Customer location
  • Marketplace
  • Cross-border stock movements
  • Company structure

Amazon & EU

Amazon Germany and EU operations.

A German company can be the legal entity behind sales on Amazon.de and other EU marketplaces. Marketplace verification, VAT registrations and FBA / stock set-up are each planned separately.

Planned separately

  • Amazon verification
  • FBA / stock
  • Cross-border sales

04Product compliance

LUCID, EPR and GPSR are not the same thing.

These obligations are separate from company formation and from each other; they arise from the product, packaging, sales model and your role in the supply chain. Not every seller needs every registration.

What it is

LUCIDGermany's packaging register, operated by the ZSVR

EPRSeparate producer obligations by product group, such as packaging, electronics and batteries

GPSRThe EU General Product Safety Regulation, applicable since 13 December 2024

Who it may concern

LUCIDAnyone placing packaged goods on the German market for the first time, including online sellers based abroad

EPRDepends on product category and role in the supply chain

GPSRProducts in scope sold in the EU; an economic operator established in the EU must be responsible

When

LUCIDBefore goods are placed on the German market

EPRVaries by category

GPSRBefore the product is placed on the EU market

Marketplaces

LUCIDMarketplaces must check registration and system participation

EPRProof of registration may be requested in relevant categories

GPSROnline offers must show the manufacturer and, where needed, the responsible person

Banking & payments

Forming a company doesn't guarantee a bank account.

Banks and payment providers review applications independently under their own rules and risk assessment. In Germany a bank account may also be needed to pay in capital during formation, so this step should be planned from the start.

Depending on scope we help you prepare applications; approval always rests with the provider.

  1. CompanyLegal entityCreated by the commercial register entry.
  2. BankAccount onboardingA separate application with identity and business review.
  3. Payment providerPayment processingSeparate onboarding for collecting payments.

What providers may review

  • Identity verification
  • Company documents
  • Business model
  • Shareholder and director details
  • Operating location

Getting started

What information do we need to form the company?

The information and documents requested may vary by entity type, the people involved and the scope of service.

  • Proposed company name
  • UG / GmbH preference
  • Shareholder details
  • Managing director details
  • Capital and shareholdings
  • Registered seat
  • Business activity
  • Sales channels
  • Inventory and logistics plan
  • Target EU markets
  • Contact details
  • ID documents — where required

Formation process

From business model to ongoing compliance.

  1. 01Business model
  2. 02UG / GmbH assessment
  3. 03Ownership & management
  4. 04Formation preparation
  5. 05Notarial & register steps
  6. 06Tax setup
  7. 07VAT / operational setup
  8. 08Ongoing compliance

Scope of service

From formation to EU operations.

The scope of service is agreed to your needs; not every module is part of every engagement.

Define the Scope Together

Formation

  • UG / GmbH formation support
  • Formation coordination
  • Tax registration support

Scope-dependent infrastructure

  • Accounting — How it's handled is defined in the scope
  • VAT — Registration and returns, where applicable
  • Amazon / e-commerce — Account and operations set-up
  • LUCID / EPR / GPSR — Where relevant
  • Ongoing compliance — Depending on the business model

Transparency

We manage the process. We don't guarantee third-party decisions.

We prepare and manage the processes we agree on. Decisions by notaries, the commercial register, German tax offices, the packaging register, banks, payment providers and Amazon remain subject to their own rules and verification.

Frequently Asked Questions

About Germany company formation

See all questions
Can someone living in Türkiye form a German company?

Yes. Shareholders and managing directors of a GmbH or UG can live outside Germany. Notarial steps, identity checks, the bank account and where the company is managed from still need to be planned.

Should I choose a UG or a GmbH?

Both are limited liability companies. A GmbH needs at least €25,000 in share capital; a UG can start with less but must pay capital in cash and set aside a quarter of its annual surplus as a reserve. The choice depends on your capital plans and business model.

Do I need to live in Germany?

Not usually for formation. Where the company is actually managed matters for tax purposes, however, and is assessed separately.

How does the formation process work?

Generally the articles are notarised, capital is paid in, the company is entered in the commercial register (Handelsregister) and it registers for tax once it starts operating. Details and timing depend on the structure and how the process runs.

Is VAT registration automatic?

No. Tax registration and VAT are separate from company formation. VAT obligations depend on the sales model, where stock is held, the customers and cross-border movements.

What happens if stock is held in Germany?

Holding stock in Germany usually brings German VAT obligations, and if stock also moves to other EU countries obligations can arise there too. This is assessed against your sales and logistics set-up.

What is LUCID?

LUCID is Germany's packaging register (ZSVR). Companies placing packaged goods on the German market for the first time — including online sellers and companies based abroad — must register before selling; in many cases system participation and reporting are also required.

Does every business need EPR registration?

No. EPR obligations arise from the product category (e.g. packaging, electronics, batteries), the sales model and your role in the supply chain. Which registrations apply is assessed product by product.

What is GPSR?

GPSR is the EU General Product Safety Regulation, which has applied since 13 December 2024. Products in scope need an economic operator established in the EU who is responsible for them, and online offers must show this information.

Can I sell on Amazon Germany?

A German company can be the legal entity behind Amazon.de sales, but Amazon account verification, VAT and product compliance are separate processes. Amazon approval isn't guaranteed.

Does company formation guarantee a bank account?

No. Banks assess applications independently. Because a bank account may also be needed to pay in capital during formation, this step should be planned from the start.

Can you support accounting and compliance after formation?

Depending on scope, we support VAT and LUCID, EPR and GPSR processes. How accounting and filings in Germany will be handled is planned together when the scope is defined.

Germany Company Formation

Let's form your German company for your EU operations.

Tell us about your ownership, sales channels and stock plans, and we'll assess them together.