Europe · Company formation
Company formation in Germany
A credible EU operating company built on genuine substance, with full treaty access.
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
- Check the proposed name with the local IHK (chamber of commerce) and draft the articles of association.
- 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.
- Open a German business bank account and pay in the share capital (at least EUR 12,500 of the EUR 25,000).
- 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.
- 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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Form a company in Germany?
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