You con­cen­trate on your busi­ness. We handle your GmbH.

The GmbH is a cor­por­a­tion and the most com­mon legal form in Ger­many. It is char­ac­ter­ised by lim­ited liab­il­ity, whereby the share­hold­ers are only with their con­tri­bu­tion and not with their private assets. This is par­tic­u­lar attract­ive when start­ing a com­pany in Ger­many as a for­eigner.

The start­ing con­tri­bu­tion is the share cap­ital. The min­imum share cap­ital for a GmbH is 25,000 euros. The GmbH is rep­res­en­ted by one or more man­aging dir­ect­ors, appoin­ted by the share­hold­ers. The share­hold­ers can be nat­ural per­sons or legal entit­ies.

How to set up a GmbH

1. Cre­at­ing a part­ner­ship agree­ment: The first step is to draw up art­icles of asso­ci­ation that reg­u­late all the import­ant details of the GmbH. This agree­ment can be cus­tom­ised or replaced by a model pro­tocol. The model pro­tocol is sim­pler and cheaper, but is only suit­able for com­pan­ies with a max­imum of three share­hold­ers and one man­aging dir­ector as well as for cash found­a­tions and only cov­ers the basic points. The name of the GmbH should be checked with the Cham­ber of Industry and Com­merce before­hand to avoid any delays when doing the busi­ness setup in Ger­many.

2. Open up a bank account: The man­aging dir­ector opens a bank account for the GmbH. The share cap­ital (at least 25,000 euros) must be paid into this account. At least 12,500 euros must be paid in at the time of form­a­tion. The bank has to verify the man­aging dir­ector and the trans­ac­tion, which can lead to delays.

3. Proof of pay­ment: The pay­ment of the share cap­ital must be proven to the not­ary in Ber­lin by means of a bank state­ment from the day of the not­ary appoint­ment. A pay­ment receipt of the share cap­ital deposit is not suf­fi­cient.

4. Com­mer­cial register entry: After the cap­ital has been paid in and veri­fied, the not­ary registers the GmbH with the com­mer­cial register. The lim­it­a­tion of liab­il­ity only comes into force after regis­tra­tion.

5. Inform tax office: Register the GmbH with the tax office and get your tax num­ber. If applic­able, you can also receive your VAT-ID.

6. Register a busi­ness: If neces­sary, register the GmbH with the cor­res­pond­ing trade office.

The GmbH offers some sig­ni­fic­ant advant­ages. Firstly, the lim­it­a­tion of liab­il­ity pro­tects your per­sonal assets, as you are only liable up to the amount of your con­tri­bu­tion. This con­trib­utes to a high level of cred­ib­il­ity, as a GmbH is seen as more reput­able and stable, which bene­fits you when acquir­ing busi­ness part­ners and tak­ing out loans. The GmbH also allows you to flex­ibly organ­ise the com­pany struc­ture and man­age­ment so that you can adapt it to your needs. Com­pared to an AG, the cap­ital require­ment is rel­at­ively low with a min­imum share cap­ital of 25,000 euros, whereby you only have to pay in 12,500 euros ini­tially when found­ing the com­pany. A GmbH can also offer tax advant­ages, such as the abil­ity to deduct vari­ous oper­at­ing expenses.

The form­a­tion of a GmbH is more com­plex and time-con­sum­ing than that of a sole pro­pri­et­or­ship. It requires not­ar­isa­tion and entry in the com­mer­cial register. The run­ning costs are also higher, as fees are incurred for the not­ary, register and reg­u­lar book­keep­ing and tax advice. In addi­tion, you must raise at least 25,000 euros in share cap­ital, of which at least 12,500 euros must be paid in when the com­pany is foun­ded. Finally, the GmbH requires strict legal require­ments and reg­u­lar report­ing oblig­a­tions, which means addi­tional form­al­it­ies and admin­is­trat­ive work.

When pur­chas­ing a shelf com­pany, it is cru­cial that the share cap­ital is fully paid and free from any risks, such as hid­den liab­il­it­ies or encumbered assets. At Start­bereit, we guar­an­tee that our shelf com­pan­ies are 100% leg­ally com­pli­ant and risk-free. Each com­pany is estab­lished in Ber­lin, boasts an impec­cable track record, and comes with fully paid-up share cap­ital of EUR 25,000. This ensures that you can cover your ini­tial costs with con­fid­ence, without con­cerns about leg­acy issues or legal uncer­tain­ties. Trust in our expert­ise and start your busi­ness with peace of mind.

In a glance: A shelf com­pany is newly formed, unused, and ready for imme­di­ate deploy­ment. It has no oper­a­tional his­tory, no pre­vi­ous activ­it­ies, and no liab­il­it­ies, mak­ing it an ideal choice for a quick and hassle-free start. In con­trast, a shell com­pany comes with a history—it has been act­ive in the past and may carry leg­acy bur­dens, such as pre­vi­ous busi­ness activ­it­ies or exist­ing liab­il­it­ies. This makes thor­ough due dili­gence essen­tial when con­sid­er­ing a shell com­pany to identify any poten­tial risks or oblig­a­tions. Shelf com­pan­ies are spe­cific­ally cre­ated for imme­di­ate sale. Since they have never been act­ive, they are entirely new, free of liab­il­it­ies, and unen­cumbered by any past com­mit­ments.