How much does it cost to form a UG (haftungsbeschränkt)?

Contents

• Fictitious business value
• Formation with articles of association
• Formation with the Musterprotokoll
• What does the notary charge?

Starting point: Fictitious business value

To simplify matters, we assume in this article that the Stammkapital (share capital) is less than €7,000 and that the company is founded with only one managing director, as the notary fees remain constant up to this limit. After that, it becomes somewhat more expensive for founders. The UG is still a GmbH, which means some notary fees are pro-rata – using the minimum business value of a “large” GmbH (€30,000) regardless of the actual Stammkapital.

Never calculate formation fees to the cent, because small adjustments or changes from the normal procedure can change the fee structure. Each notary can claim additional costs individually. Therefore, always plan a buffer.

Other fees – including the Handelsregister (commercial register) application – are again subject to different rates. Ask your notary about the exact fee regulations and limits.

Bear in mind that you can’t pre-calculate formation fees to the cent. Small adjustments from the standardised protocol can instantly change the fee structure. On top of this, each notary can claim additional costs on an individual basis. Therefore, you should always include a buffer in your budget estimations.

Formation with customised articles of association

Formation with the Musterprotokoll (standardised statutes)

Sources: IHK Berlin [PDF], firma.de statistics from notary invoices (as of 2020)

*All prices are average costs and, therefore, may differ in individual cases. The costs are an average of fees set out in the Court and Notary Costs Act (GNotKG) and notary invoices from all over Germany. In the example, the UG has only one managing director and the share capital is less than €7,000. Beyond this amount, the fees generally increase by approx. €60 net. Additional managing directors or a greater object value (ie, share capital) also affect the multipliers and flat rates used to calculate the fees.

¹ Average sum of both flat rates from the notarisation of the formation documents and entry into the Handelsregister (commercial register)

² Average value charged per page

³ Average value. Each municipality sets the fee for Gewerbeanmeldung (trade registration) independently

What does the notary charge?

The notary drafts the Handelsregisteranmeldung (commercial register application) and certifies the signature of the managing director. It’s not a good idea to DIY the Handelsregisteranmeldung. Although not forbidden, it’ll turn out to be more expensive. Since incorrect applications mean additional work for the Registergericht (registry court), notarially prepared Handelsregisteranmeldung are cheaper according to the statutory fee schedule. Forming a company using the Musterprotokoll (model protocol) reduces the fee by €30.

The Registergericht (registration court) charges a flat fee for entry into the Handelsregister set by the Handelsregistergebührenordnung – the official schedule of fees.

But wait there’s more…

Costs for printouts, copies, postage, etc., are standard fare on a notary invoice. These expenses are charged either per item or at a flat rate. For a multi-shareholder company, the postal and telecommunication services flat rate is €20. For one shareholder, the flat rate is €12. Since notarisation and the Handelsregister application are considered two separate procedures, the flat rate is doubled to €40 and €24, respectively.

If your notary is willing to waive the flat-rate fee, you can save money here because incorporation doesn’t require the notary’s office to do many printouts (priced approx. €0.15 per page plus stamps). However, don’t be surprised if your notary is not willing to make such concessions. A flat-rate postage fee of €9 is payable for entry into the Handelsregister (commercial register).

Good news: The costs for the publishing of the Handelsregister entry are only €1 per entry as it’s now only published in the electronic Bundesanzeiger Federal Gazette.

You can prepare some documents yourself and even submit them without notarisation. But, if you try to save on notary fees here, you usually end up paying more. Very few founders can draw up error-free articles of association etc.

If your documents don’t meet the requirements of the Registergericht (register court), there will be no entry into the Handelsregister (commercial register). Then you’ll have to get a legal professional – most likely a notary – to correct everything, which can delay the company formation indefinitely. Save yourself a lot of stress and leave the drafting of the founding documents to the professionals.

Don’t pay lawyer’s rates to set up a UG

firma.de is committed to low fee rates as well as helping you avoid paying for services you don’t need. Set up your company with one of our fixed-price packages. We not only arrange your notary appointment but also support you with filling out paperwork and other tricky bureaucratic steps.