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GmbH foundation – simple and fast with professional assistance.
Looking to establish a GmbH? With a Berlin-based corporate law firm the process is easy.
We have specialist lawyers ready to walk with you every step of the way.
For a number of reasons, the limited liability company (GmbH) is one of the legal forms most frequently chosen by new business owners in Germany.
Firstly, it is safe: as the name suggests, the liability of the shareholders is generally limited.
Secondly, it is trusted: Since it requires at least €25,000 in share capital, clients and other businesses can trust that the business is reputable.
The founding process
1. First contact
Get in touch by filling out our get-a-quote-form or giving us a call on +49 (0) 30 / 863 29 53 53.
2. Legal advice
After a first meeting (either in person or by phone) we will provide a proposal tailored to your circumstances.
3. Notarization appointment
The moment when the company is officially established. We will arrange this and accompany you to the appointment.
4. Bank appointment (usually)
In most cases the capital contribution is to be made in cash, which requires a German Bank account. We can assist you in setting one up.
5. Entry in the commercial register
The process is completed by entry in the Commercial Register.
Your company will be formed with the greatest speed and efficiency.
You will receive high quality legal guidance from our team of driven corporate lawyers and tax advisors. Our clients are happy with our services. Read our reviews here.
Your questions will be answered swiftly in German, English or Russian.
Our offer to you at a glance:
Legal advice and drafting of articles of association
A company often lives or dies by its charter. Without a properly regulated relationship between its shareholders and directors, disputes can arise that go on indefinitely and bring the project to its knees. That’s why we focus on getting to know you and your business, and design the structure that will best help you fly. We then draw up a charter that is individually tailored to your situation.
Do not be misled by cheap offers on the Internet. Scammers frequently sell one-size-fits-all standard articles of association as though they were individual articles of association or – even less convincingly – the so-called ‘sample protocol’, as an ideal solution. You can always tell this is happening when no interest is shown in your particular case, and they demand that you sign documents without even getting to know you.
Remember, even the most intelligent technology for drafting articles of association (the do-it-yourself procedure on the Internet) cannot replace expert, professional legal advice. A program cannot achieve an informed overview of your project based on extensive professional experience in the same way that a lawyer can.
Cost and tax optimization
We will provide you with an all-inclusive quote for the entire process, including the costs of the notary and the commercial register. One piece of good news is that the company can usually pay for its own formation with its share capital, and have the sales tax on that refunded by the tax office. That means that as a shareholder your only cost is the share capital contribution.
Legal Tech helps us all make savings
We work with modern software which enables us to create tailored documents quickly, a saving which we pass straight on to you. Free from the need to spend hours drafting, we can concentrate primarily on providing you with the advice and care that you need to get your business off the ground.
Organization of the notary appointment
Notarization with a registered Notary is an essential part of the foundation process. We are happy to organize the appointment at a convenient time and place of your choosing – usually at our office or at yours.
We will give you a digested summary of every step of the foundation process, so that it is easy to refer to in the future.
That won’t be the end of our story
Of course we will continue to provide legal advice after your foundation, and be at your side should any disputes or conflicts arise. We focus on long-term client relationships.
Cash foundation and foundation in kind
At least half of the share capital, i.e. 12,500 €, must be raised at the time of foundation. However, it is sufficient for individual shareholders to pay in only a quarter of their capital contribution, if a total of €12,500 is contributed. Although the shareholders still technically owe the remaining amount, they will not be required by law to pay it.
The above process is known as ‘cash establishment’, largely because it is usually paid into a bank account registered to the new GmbH. Usually this account, which must be with a German bank, is set up in the time between the notarization appointment and the company’s entry into the commercial register
However, cash foundation is not the only way to form a company in Germany. A GmbH can also be formed wholly or in part with non-cash capital. Non-cash capital can consist of assets such as vehicles, land, rights to trademarks or patents etc. As long as it can be reliably valued, it is normally a valid form of capital. However, the operative words here are ‘reliably valued’. Not only is the value often hard to prove, the process of doing so is often costly, so it’s best only to pursue this option under expert advice.
Mini-GmbHs for the most boutique projects
If 12,500 € as a starting payment is not fitted to the scale of your endeavor – for example if the company’s entire purpose is as a vehicle for your professional services – you can found a Mini-GmbH/UG. The UG also comes with limited liability, but only requires share capital of 1 €.
However, bear in mind that the capital stock of a UG can only be cash – non-cash capital is not allowed. Additionally, only UGs which have articles of association can use their capital contribution to bear their foundation costs tax free. When the ‘model protocol’ is used, the share capital must be at least 300 € and cannot legally be used for any other purpose.
Why choose us:
You get specialized and streamlined legal services at a fixed-price.
Our lawyers speak German, English and Russian.
We can provide
Articles of Association
Our primary expertise is in articles of association. Whether it is in the formation of a company, change of shareholders, financing procedures or other considerations, we know that all companies are different, and firmly believe in the value of bespoke contracts to fit your unique requirements. Together with experienced notaries, we make the process as smooth, efficient and quick as possible.
Advice on legal form & more
We can advise you on establishment, transformation, liquidation and other legal topics related to your company.
Service contracts and rules of procedure
We can provide service contracts and rules of procedure for management or supervisory/advisory boards.
Shareholders’ agreements and shareholders’ disputes
We can advise you on when it’s sensible to consider a shareholders’ agreement in addition to the company’s Articles of Association. If you have any conflicts, we will advise and represent you legally or as mediators.
Employee participation: Finding and keeping high performers
The future of a company also depends on whether it is an attractive employer. Employee participation can increase motivation and keep good minds on the ball. We will advise you on your options.
Capital measures and financing rounds
We can advise you on capital increases, investor participation, convertible loans, etc.