A UG (Unternehmergesell­schaft) is a Ger­man cor­por­a­tion with a min­imum share cap­ital of just 1 euro. It offers the advant­age of lim­ited liab­il­ity, sim­ilar to a GmbH, but at lower form­a­tion costs. The UG is ideal for single founders look­ing for a legal struc­ture with lim­ited liab­il­ity and lower cap­ital expendit­ure. It is par­tic­u­larly attract­ive for small and medium-sized com­pan­ies, as it is uncom­plic­ated to set up and can be oper­a­tion­ally util­ised quickly. If you are look­ing for start­ing a small busi­ness in Ger­many, this is your legal struc­ture.

How to set up a UG

1. 1. Sign art­icles of asso­ci­ation: The first step is to draw up art­icles of asso­ci­ation that reg­u­late all the import­ant details of the com­pany. This agree­ment can be cus­tom­ised to your needs or be replaced by a model pro­tocol provided by law. The model pro­tocol is sim­pler and cheaper, but only cov­ers the basics art­icles. There­fore, it’s only suit­able for com­pan­ies with a max­imum of three share­hold­ers and one man­aging dir­ector, as well as for cash found­ings. It’s import­ant to check the name of the UG with the IHK before­hand, to avoid any already taken or for­bid­den names.

   2. Open up a bank account: The man­aging dir­ector opens a bank account for the UG and the share cap­ital (at least 1 euro) must be paid in full to that bank account. 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 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 and veri­fied, the not­ary checks all found­ing doc­u­ments and registers the UG with the com­mer­cial register. The lim­it­a­tion of liab­il­ity only applies after the regis­tra­tion.

   5. Inform tax office: Melde die UG beim Fin­an­zamt an und hol dir eure Steuernum­mer.

   6. Register a busi­ness: Falls nötig, melde die UG beim Gew­er­beamt an.

The UG is ideal for founders look­ing for a legal struc­ture with lim­ited liab­il­ity and lower cap­ital expendit­ure. It is par­tic­u­larly attract­ive for medium and small busi­nesses in Ger­many, as it is uncom­plic­ated to set up and can quickly be oper­a­tion­ally util­ised.

A UG (haf­tungs­bes­chränkt) has sev­eral draw­backs. The low share cap­ital of just EUR 1 can lead to liquid­ity chal­lenges. To mit­ig­ate this risk, our shelf UGs are provided with EUR 1,000 in share cap­ital. Addi­tion­ally, the UG is required to set aside 25% of its annual net profit as a reserve until the cap­ital reaches EUR 25,000, which can limit fin­an­cial flex­ib­il­ity. The ongo­ing costs for book­keep­ing and tax advis­ory ser­vices are also typ­ic­ally higher than for non-lim­ited liab­il­ity com­pan­ies. Fur­ther­more, a UG may be per­ceived as less trust­worthy in the busi­ness world com­pared to a GmbH, and bor­row­ing can be more dif­fi­cult due to the neg­at­ive impact of low share cap­ital on cred­it­wor­thi­ness.

The form­a­tion of a UG can take up to three months depend­ing on pre­par­a­tion, not­ar­isa­tion and entry in the com­mer­cial register. If everything runs smoothly, the pro­cess is usu­ally com­pleted within four to six weeks.

How­ever, with one of the start­bereit UGs you can be ready to go within a few days.

A shelf UG (“Vor­rats­gesell­schaft”) is a ready-to-use entre­pren­eur­ial com­pany that has already been registered, but has not yet con­duc­ted any busi­ness. It can be trans­ferred and you can start your busi­ness within days. All shelf UGs from Start­bereit are com­pletely legal, trans­par­ent and avail­able for imme­di­ate takeover.

A shelf UG with a fully paid-up cap­ital of 1,000 euros costs 1,900 euros. There are no addi­tional costs on our part. How­ever, you will have to pay not­ary and court fees upon acquis­i­tion, the amount of which var­ies depend­ing on the indi­vidual case. Please note that we do not set up UGs with a model pro­tocol.

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 1,000. 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.