Found­ing a UG — The step-by-step guide to found­ing a com­pany

Found­ing a UG in Ger­many: Your fast track to a suc­cess­ful com­pany

Start­ing your own busi­ness in Ger­many is an excit­ing jour­ney, and for many entre­pren­eurs the UG (entre­pren­eur­ial com­pany) the per­fect start. With its low require­ments for UG share cap­ital and sim­pli­fied form­a­tion pro­cess, it offers a cost-effect­ive and flex­ible way to real­ise your busi­ness idea. But what does the form­a­tion of a UG in Ger­many really? Let’s take a closer look at the pro­cess, the costs and the main advant­ages of this pop­u­lar legal form.

Why set up a UG? The advant­ages at a glance

The Unternehmergesell­schaft (UG), also known as a “mini-GmbH”, is a lim­ited liab­il­ity com­pany that was spe­cially designed for founders who want to start with a small amount of cap­ital. The most import­ant advant­ages are

• Low share cap­ital — Unlike a GmbH, which requires a min­imum cap­ital of €25,000, you can set up a UG (Unternehmergesell­schaft) with just €1 in share cap­ital to make it easier to get star­ted. How­ever, the com­pany must 25 % of the annual profit as a reserve until it is con­ver­ted into a GmbH at a later date.
• Lim­it­a­tion of liab­il­ity — Your private assets are pro­tec­ted, which reduces the fin­an­cial risk.
• Pro­fes­sional cor­por­ate struc­ture — A UG offers a formal, struc­tured and reput­able com­pany form that makes it easier to attract cus­tom­ers and investors.
• Con­ver­sion into a lim­ited liab­il­ity com­pany — As soon as your com­pany grows, you can rein­vest profits and later con­vert it into a GmbH.

Found a UG

The steps to found­ing a UG in Ger­many

Set­ting up a UG involves a few essen­tial steps, but with the right sup­port, the pro­cess is straight­for­ward:

Step 1: Choose a com­pany name and pur­pose

Your com­pany name must be unique and com­ply with Ger­man trade reg­u­la­tions. The Com­mer­cial register checks the avail­ab­il­ity of the name.

Step 2: Determ­in­ing the UG share cap­ital

You can start with a min­imum amount of 1 € per share­holder start. How­ever, it is recom­men­ded, at least € 1,000 share cap­ital to cover the costs of entry in the com­mer­cial register and not­ary fees. This also depends on whether you want to incor­por­ate your com­pany with a Stand­ard con­tract or indi­vidual stat­utes found.

Step 3: Choose your form of found­a­tion

With start­bereit you can decide whether you would like to com­bine your com­pany with a Sample pro­tocol or a Cus­tom­is­able art­icles of asso­ci­ation want to found a com­pany. The Sample pro­tocol can be used for UGs with one man­aging dir­ector and up to three share­hold­ers can be used. How­ever, it is not recom­men­dedIt is advis­able to use this if more than one share­holder is involved — even if it is leg­ally pos­sible. The model pro­tocol is dif­fi­cult to adapt ret­ro­spect­ively and can end up cost­ing more than draw­ing up an indi­vidu­ally cus­tom­ised art­icles of asso­ci­ation from the out­set.

Step 4: Pre­par­a­tion of the art­icles of asso­ci­ation

These legal doc­u­ments define the pur­pose, struc­ture and admin­is­tra­tion of your UG. You can use a model pro­tocol or cre­ate a cus­tom­ised ver­sion. We recom­mend using a model pro­tocol only if you have a simple UG struc­ture with one share­holder and one man­aging dir­ector. If you use a cus­tom­ised ver­sion, you can use a ser­vice such as docue to cre­ate these. If you want some­thing more detailed or have numer­ous share­hold­ers and more than one man­aging dir­ector, you can also con­tact a tax con­sult­ant or law­yer to help you.

Step 5: Select a bank

You need a bank. Oth­er­wise it can take a long time to find one. It is bet­ter if the bank already agrees to have you as a cus­tomer before you go to the not­ary. That way, they can send you the doc­u­ments imme­di­ately after­wards. The bank can then open the account into which you can pay the share cap­ital.

Step 6: Not­ar­isa­tion and regis­tra­tion

A not­ary pub­lic must not­ar­ise your doc­u­ments before they are sub­mit­ted to the com­mer­cial register. This is a cru­cial legal step in the incor­por­a­tion pro­cess.

Step 7: Open­ing a busi­ness account

Your UG must have its own busi­ness account into which the UG share cap­ital is paid before regis­tra­tion.

Step 8: Busi­ness regis­tra­tion

Register your com­pany with the local trade office to report the start of your busi­ness. You must sub­mit an applic­a­tion to the rel­ev­ant muni­cipal or city admin­is­tra­tion. The applic­a­tion con­tains basic inform­a­tion such as the type of busi­ness, the address and the man­aging dir­ector. As a rule, you will also need a copy of your iden­tity card and the art­icles of asso­ci­ation of the UG.

Step 9: Tax regis­tra­tion and busi­ness oper­a­tions

Register your com­pany with the Tax office to obtain a tax num­ber and, if applic­able, a VAT iden­ti­fic­a­tion num­ber. As soon as this is done, you can offi­cially start your busi­ness.

The costs of found­ing a UG

Found­ing a GmbH can take between 4 to 12 weeks. Famil­i­ar­iz­ing your­self with the main steps can help you tackle admin­is­trat­ive tasks early.

The costs of found­ing a UG vary depend­ing on not­ary fees, regis­tra­tion fees and con­sultancy ser­vices. Here is a gen­eral over­view:

• Not­ary and com­mer­cial register fees – €300–€700
• Set­ting up a busi­ness account — Var­ies depend­ing on the bank
• Tax and legal advice (optional, but recom­men­ded) – €200– €1,000

Although the UG is less expens­ive than a GmbH, care­ful plan­ning of admin­is­trat­ive and oper­a­tional expenses is essen­tial to ensure a smooth start.

Sim­plify the pro­cess with ready to go

At start­bereit we spe­cial­ise in mak­ing the form­a­tion of a UG in Ger­many as simple as pos­sible. Our experts take care of all the legal and admin­is­trat­ive hurdles so that you can start your com­pany quickly and eas­ily. Whether you need advice on UG share cap­ital, regis­tra­tion or tax oblig­a­tions, we offer cus­tom­ised sup­port to turn your busi­ness idea into real­ity.

Ready to Launch Your UG?

Set­ting up a com­pany does­n’t have to be com­plic­ated. With the right sup­port, you can set up your UG in Ger­many — quickly and effi­ciently. Con­tact Start­bereit today and take the first step on the road to your entre­pren­eur­ial suc­cess!

start­bereit © 2025 SB Start­bereit GmbH. All rights reserved.

Imprint  |  Pri­vacy Policy  |  Terms and Con­di­tions