Formation/liquidation of a limited liability company

Formation of a GmbH

You can download our data sheet for the formation of a GmbH or UG (haftungsbeschränkt) here.

Please fill out the form on screen or by hand and send it by post, fax, e-mail or bring it to us! Thank you very much!

If you would like to set up a GmbH or a limited liability company (haftungsbeschränkt), please provide us with the information below - on our data sheet - and contact us personally. You will then immediately receive a draft of the company formation in accordance with your wishes and can arrange an appointment for the notarization.

Since August 1, 2022, we have also been offering you online bar formations 
of your GmbH and online commercial register registrations for all companies 
for all companies. 

Please contact us if you have any questions!

Please also let us know whether you would like to form the company using the statutory model protocol or whether you would like a more detailed articles of association with more detailed provisions. It is cheaper to form a company using the statutory model protocol. However, as the model protocol is very concise, it is only recommended for one-man/woman companies. In particular for a GmbH with several shareholders, the model protocol lacks a number of important regulations (e.g. holding shareholders' meetings, restrictions on sale, succession, redemption, pre-acquisition rights). The same applies if you initially set up your company alone, but would like to add further shareholders at a later date.

It is therefore generally advisable to draft your articles of association in more detail and individually. Please contact us about this. We will be happy to prepare your articles of association for you. You do not need to draft the contract yourself and this will not save you any costs. In fact, the costs of notarization are always the same for an individual partnership agreement (i.e. one that does not correspond to the statutory model protocol), regardless of whether you draft the agreement yourself or whether we draft it for you. We therefore recommend that you take advantage of our experience in drafting articles of association and let us prepare everything for you. You can use the time saved in this way for the many other preparatory steps of your entrepreneurial activity.

Please click here for English version!

Warning

The state justice administrations and the Federal Ministry of Justice warn against - sometimes misleading - offers, payment requests and invoices that do not originate from judicial authorities in connection with the online services and announcements on the federal and state justice portals.

Recently, there has been an increase in cases in which various companies - sometimes using letters designed to look like government agencies or protected domain names (e.g. www.handelsregisterbekanntmachungen.de) - offer “services” such as entry in non-official registers or similar. In some cases, requests for payment are simply sent for entries already made in official registers.

The offers, requests for payment or invoices and remittance slips from these companies sometimes give the impression of official forms and in some cases also contain a warning. However, such letters have no legal effect on their own and do not constitute a payment obligation towards the issuer. The rejection of these offers has no effect on the legal effect of the official publications.

Here you will find a list of secure IBANs used by the authorities and insecure IBANs.

  • Company name

Example: Mustermann Lebensmittel Im- und Export GmbH

Note: You should clarify the admissibility of the company in advance with the Chamber of Industry and Commerce responsible for your registered office. If you are based in Monheim am Rhein, Hilden, Langenfeld or Düsseldorf, the Düsseldorf Chamber of Industry and Commerce is responsible; if you are based in Cologne, the Cologne Chamber of Industry and Commerce is responsible. For other locations, you can find the relevant IHK at

www.ihk.de/#ihk-finder

Most chambers of industry and commerce have an online form to check the admissibility of the company and the object!

Here you will find a list of links to the relevant online forms of the Chambers of Industry and Commerce.

  • Amount of share capital

for limited liability companies: at least 25,000 euros!

  • Data of all shareholders

First and last name, different maiden name if applicable, date of birth, address, amount of share in the share capital

Example:

  1. Melanie Mustermann née Musterfrau, born on 8.9.1989, residing at Musterstraße 1, 12345 Musterstadt à 13.000 € Anteil;
  2. Max Mustermann, born on 9.5.1959, residing at Musterweg 3, 12435 Musterstadt à 12.000 € Anteil.
  • Property status of all shareholders

For all married partners, please let us know what nationality and habitual residence you now have and had at the time of marriage. If a foreign matrimonial property regime applies to a partner, it is possible that the sole participation of a partner (without his or her spouse) in the company is not possible or only possible with further precautions. With the information you provide, we can determine the matrimonial property regime and make suggestions on how to proceed so that you can participate in the company with legal certainty.

Example:

  1. Melanie Mustermann née Musterfrau, nationality now: German, nationality at the time of marriage: Italian, habitual residence now: Germany, habitual residence at the time of marriage: Italy
  2. Max Mustermann, husband of Melanie Mustermann, nationality now: German, nationality at the time of marriage: German, habitual residence now: Germany, habitual residence at the time of marriage: France
  • Full or half payment?

[Only for the GmbH, not for the UG (haftungsbeschränkt)!]

Direct full payment of the capital or only half payment? In the case of half payment, the further payment is made according to the decision of the shareholders, which saves capital at the beginning of the company.

 

  • Data of all managing directors

First and last name, different maiden name if applicable, date of birth, address.

Note: Both the shareholders themselves and third parties can become managing directors!

Example:

  1. Gerd Geschäftig, born on 8. 2. 1982, Geschäftsstraße 1, 99999 Geschäftsstadt;
  2. Frieda Fleißig, born on 7.5. 1975, Fleißstraße 3, 33333 Fleißstadt
  • Power of representation of the managing directors

If there are several managing directors: Should the managing directors each be able to act alone or only jointly?

Example: The managing directors Busy and Diligent should both be able to act alone.

Should the managing director(s) also be able to conclude transactions with themselves or simultaneously as representatives of other companies or third parties (= exemption from the restrictions of Section 181 BGB)? (particularly recommended for sole shareholder managing directors and for affiliated or cooperating companies with partially identical managing directors).

Example: The managing director Fleißig shall be exempt from § 181 BGB. The managing director Geschäftig shall not be exempt from Section 181 BGB.

  • Registered office (place) of the company and business address

Example: Registered office Musterort, business address: GmbH-Straße 1, 23456 Musterort

  • Object of the company

In which sector should your company operate? What are your lines of business?

Example: “The object of the company is to trade in, import and export foodstuffs and to provide advice in this area, with the exception of legal and tax advice”

Further procedure after notarization

Immediately after notarization, you will receive a certified copy of your certificate of incorporation from us. You can use this to open an account for your company at a bank of your choice.

IMPORTANT: Please pay in the share capital only after the notarization and opening of the account! Each shareholder should pay in his/her share of the share capital separately and with a clear purpose (for example: “Payment of contribution shareholder X, formation of 1.1.2023, UVZ no. 1-2023 notary Dr. Heinig”).

Please then send us (also by e-mail or fax) proof of payment of the share capital. We will then register your company electronically for entry in the commercial register. If you have not already done so, please affix a company sign to your business address.

You will receive a cost invoice from the commercial register. This amounts to € 150,- for the registration of the company, € 50,- for the electronic retrievability of the data in the commercial register and € 20,- for the certified extract from the commercial register. Please make sure that you only pay the original invoice from the commercial register and not those from other invoice issuers, some of which pretend to be a register or other official body. As soon as you have paid the commercial register's invoice, the commercial register will enter your company in the commercial register. You will receive a registration notification and, after we have checked the entry, a certified extract from the commercial register.

ATTENTION: If your incorporation is particularly urgent, we can arrange to cover the costs for you so that the register registers the company immediately (and not only after receipt of payment). Please contact us about this!

IMPORTANT: Please only act on behalf of your company and only conclude contracts once your company has been entered in the commercial register! Please also leave the paid-up share capital in full in the company's account until this time!

Once the company has been registered, you can also use the share capital for business purchases (e.g. furniture, computers) or for services (e.g. business and legal advice, IT service providers). However, you may not buy items for yourself or pay out the capital to yourself! This would be an inadmissible hidden non-cash formation.

If you have any further questions, please do not hesitate to contact us.

Special features when transferring a sole proprietorship to a limited liability company

The transfer of your sole proprietorship into a limited liability company is possible in the following ways in particular:

  1. Factual justification

When founding a GmbH in kind, you make the contribution to the share capital by contributing your company. The value of the assets contributed must be at least € 25,000. A corresponding certificate from your tax advisor is required for this. Furthermore, a non-cash incorporation report must be prepared. It is not legally possible to found a UG (haftungsbeschränkt) in kind.

  1. Cash foundation with premium in kind

When founding a company in cash with a non-cash premium, you make the contribution to the share capital in cash. When founding a GmbH, you must pay in at least € 12,500; when founding an Unternehmergesellschaft (haftungsbeschränkt), you must pay in the full amount of the chosen share capital. You bring your company into the company as an additional non-cash premium. You can transfer it to the company's capital reserves or grant it to the company as a shareholder loan.

No substantive formation report is required for this variant. The registry court may require a certificate stating that the liabilities of the sole proprietorship do not exceed its debts.

  1. Pure cash foundation

In the case of pure cash formation, you form a GmbH or an Unternehmergesellschaft (haftungsbeschränkt) and make the contribution to the share capital in cash (initially at least € 12,500 in the case of a GmbH, and the full amount of the chosen share capital in the case of an Unternehmergesellschaft (haftungsbeschränkt)). The company is not (initially) contributed. The GmbH can continue the business of the sole proprietorship. If necessary, you can contribute any necessary assets at a later date or transfer them to the GmbH for use.

  1. Spin-off to form a new company

In a spin-off for new formation, you spin off the company to a newly formed GmbH in accordance with the German Reorganization Act. One advantage of this is the universal succession with regard to the company's contracts and other legal relationships. For a spin-off, you must first register your company as a sole trader in the commercial register. It is not legally possible to spin off the company to an Unternehmergesellschaft (haftungsbeschränkt).

  1. Cash formation and subsequent spin-off for absorption

In this variant, the company is initially founded purely in cash (as in point 3 above). Once the GmbH or UG (haftungsbeschränkt) has been entered in the commercial register, you then spin off your sole proprietorship to your existing GmbH or UG (haftungsbeschränkt) (similar to point 4 above). In the case of a UG (haftungsbeschränkt), however, no capital increase can take place as part of the spin-off, unless the UG (haftungsbeschränkt) becomes a GmbH as part of the spin-off. You must also register your company as a sole trader in the commercial register in advance for the variant of cash formation and subsequent spin-off for incorporation.

Which option is most suitable for you depends in particular on whether and to what extent universal succession, a contribution of assets and/or book value continuation are important for you. Accounting aspects, your specific tax situation and the external presentation may also play a role. Please also discuss these points with your tax advisor.

Liquidation of a GmbH

The liquidation of a GmbH proceeds as follows:

The shareholders pass a resolution to liquidate the GmbH. In doing so, they can appoint one or more liquidators. The shareholders can also decide for the individual liquidators whether they should always have sole power of representation, i.e. whether they should always be able to act alone or only together with another liquidator. If permitted by the articles of association, the shareholders can also decide for each liquidator whether they should be exempt from the restrictions of Section 181 BGB, i.e. whether they should also be able to conclude transactions between the GmbH and themselves and/or between the GmbH and other third parties. If the shareholders do not appoint a liquidator in the resolution, the previous managing directors are automatically the liquidators of the company.

In the resolution, the shareholders also determine the date on which the company is to enter liquidation. The company can only determine a date in the future; retroactive liquidation is not possible. The shareholders often decide on the end of the company's financial year (usually the end of December 31) as the effective date. In this way, the shareholders no longer have to prepare an additional liquidation balance sheet, as the liquidation date and the reporting date of the regular annual financial statements coincide. If the shareholders choose a different date for the liquidation, they must prepare a liquidation balance sheet on this date (in addition to the regular annual balance sheet).

The liquidators must register the dissolution of the company in the commercial register. They must also announce the dissolution of the company in the Federal Gazette and request the company's creditors to register with the company.

The liquidators must then wind up the company's business and pay off any creditors. The liquidators may only distribute any remaining assets of the company to the shareholders one year after the announcement has been made in the Federal Gazette. The liquidators must also fulfill all of the company's tax obligations. At the end of the liquidation, you must submit a final liquidation balance sheet and tax returns to the tax office.

After the liquidators have fulfilled all obligations and the liquidation has been completed, the liquidators must register the termination with the commercial register. A copy of the Federal Gazette must be used to prove that the announcement was made at least one year ago in the Federal Gazette. The commercial register will often obtain an opinion from the tax office as to whether the company has fulfilled all its tax obligations. If this is the case and the registration is otherwise correct, the commercial register will delete the company.

We will be happy to prepare all the necessary documents for the liquidation for you and submit them electronically to the commercial register. On request, we can also arrange for publication in the Federal Gazette for you.

To prepare for liquidation, please provide us with the following information:

  • Company name, register court and HRB number
  • Date of liquidation (the end of December 31 is often recommended)
  • Name, date of birth and address of the liquidator(s)
  • Should the liquidator(s) always be able to act individually (generally recommended)
  • Should the liquidator(s) be exempt from the restrictions of Section 181 BGB? (only possible if the articles of association permit this!)