Europe · Company formation

Company formation in Germany

A credible EU operating company built on genuine substance, with full treaty access.

Last verified July 2026

At a glance

Entity
Gesellschaft mit beschränkter Haftung (GmbH) — private limited company; the UG (haftungsbeschränkt) is the EUR 1 "mini-GmbH" variant.
Corporate tax
~30–33% combined: 15% federal corporation tax plus 5.5% solidarity surcharge (15.825%), plus municipal trade tax (3.5% base rate × local multiplier, effective ~14–17%). Corporation tax is legislated to fall in annual steps from 15% to 10% between 2028 and 2032 (as of 2026).
Incorporation time
~2–6 weeks; a model-protocol formation by natural persons can register within days, but bank-account opening and the Handelsregister review are the usual bottlenecks.
Minimum capital
EUR 25,000, at least half (EUR 12,500) paid up; the UG variant from EUR 1.
Resident director
Not required — no residency rule for the managing director (Geschäftsführer), though a non-EU director may need a residence permit to manage on the ground.
Audit
Small-company audit exemption; statutory audit only for medium and large companies (exceeding two of three: EUR 7.5m balance sheet, EUR 15m turnover, 50 employees).
Remote set-up
Mostly; the notarial deed can be executed by online video notarisation (available since 2022) or a notarised, apostilled power of attorney — but non-EU founders are often excluded from the online route on identification grounds.
Government fee
Handelsregister entry EUR 225 (raised from EUR 150 on 1 June 2025); statutory notary fees on the GNotKG scale (~EUR 800–1,000 for a standard EUR 25,000 GmbH); trade-office registration ~EUR 15–65 (as of 2026).
Best for
A credible EU operating company built on genuine substance, with full treaty access.

The process

  1. Check the proposed name with the local IHK (chamber of commerce) and draft the articles of association.
  2. Notarise the articles and appoint the managing director before a German notar — in person, by video notarisation, or via a notarised, apostilled power of attorney.
  3. Open a German business bank account and pay in the share capital (at least EUR 12,500 of the EUR 25,000).
  4. The notar files the formation electronically with the Handelsregister; the court enters the company (HRB number), at which point the GmbH legally comes into existence.
  5. Register with the local trade office (Gewerbeanmeldung) and with the tax office (Finanzamt) for a tax number and VAT ID.
What can go wrong
  • Opening the business bank account is the common bottleneck — typically 2–4 weeks, and some banks are cautious with non-resident founders.
  • Trade tax is set locally: the municipal multiplier (Hebesatz) materially swings the effective rate, so the company's seat drives where it lands in the ~30–33% range.
  • Corporation tax is scheduled to step down from 15% to 10% between 2028 and 2032 — confirm the current-year rate before relying on the headline figure.
  • Non-EU founders are frequently shut out of the fully online video-notarisation route on identity-verification grounds, and a GmbH carries real substance and administrative overhead (bookkeeping, annual accounts, mandatory IHK membership).

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