How to register a limited liability company (GmbH or UG) in Germany

Contents

• Where do I have to register the UG or GmbH?
• What registration costs can I expect?
• When is the best time to register?
• What order should the different registrations be done?
• Entering the GmbH or UG in the Handelsregister
• How long does the registration take?
• How can I speed up the Handelsregister registration process?
• When do I have to pay the Handelsregister invoice?
• When will I receive the registration notification?
• Where can I check the Handelsregister entry?
• Registering with the Gewerbeamt
• Next steps for setting up a GmbH or UG 
• When can I write my first invoices?

Where do I have to register the UG or GmbH?

To start your business, you must first register your company with the appropriate authorities. This includes:

1. Commercial register (Handelsregister)
2. Trade office (Gewerbeamt)
3. Tax office (Finanzamt)

Then:

• IHK (chamber of industry and commerce) or HWK (chamber of crafts) (depending on business activity)
• Trade association (Berufsgenossenschaft)
• Employment agency (Agentur für Arbeit) (if you want to hire staff)

Note: If you want to know all the steps in the formation/incorporation process, start with our company formation checklist or book a free consultation to talk to a human.

What registration costs can I expect when registering a GmbH or UG?

In addition to costs for the notary, costs for the business registration will range between €20 and €60 and entry in the Handelsregister will be € 150 (if there is no contribution in kind be used as share capital).

When is the best time to register my GmbH or UG?

There’s no ideal time for UG/GmbH registration per se. However, there are some things to take into consideration when choosing when to register.

In what order should the different registrations be done?

To form the tax-advantageous GmbH or UG, you should make sure that the following applications are done in this order:

1. Commercial register (Handelsregister)
2. Trade office (Gewerbeamt)
3. Tax office (Finanzamt)

Most importantly, start by registering with the commercial register. You’ll need a notary for this.

Beyond what is listed above, registrations with the IHK/HWK, Berufsgenossenschaft and Agentur für Arbeit can be done in any order.

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Registering the GmbH or UG in the Handelsregister

Registration is done after you have had your deed of incorporation, list of shareholders, and articles of association or Musterprotokoll checked and certified by a notary.

After you open a business bank account, the notary’s office will require proof of payment of the €25,000 for a GmbH in share capital or if you are forming a UG, at least €1 to complete the commercial register application.

For this purpose, the notary transfers your data electronically to the Handelsregister. An invoice for the registration fee will be sent to your company address after the registration has been completed. The publication of the entry usually takes place after payment of the fee.

How long does the registration take?

How quickly the entry into the Handelsregister can be done depends largely on the respective Registergericht (register court).

Courts that have larger volumes of applications will generally need several weeks to process the registration for your GmbH or UG. However, if your local court has less to do, an entry can also be done within a few days.

How can I speed up the registration process at the Handelsregister?

The entry of your GmbH or UG in the Handelsregister (commercial register) can be sped up in several ways:

• Attach a company nameplate to your letterbox at the latest after notarisation by the notary. That way, your new company can always be reached by post. If there’s no company nameplate on the letterbox, the invoice from the registry court is returned with the note “Recipient not to be determined” and, if necessary, lengthy searches will need to be done that may needlessly delay your registration.
• Get your company name checked in advance. In many cases, the Handelsregister entry fails because of the company name you have chosen for your company, usually because it’s not distinctive enough or because it’s misleading. So have the company name for your GmbH or UG by the notary before notarisation. The responsible IHK will do the check.
• Get your business purpose checked. A good line of business includes a description of your activity that’s as exact as possible. Avoid delaying the registration by having your chosen line of business checked in advance.
• Pay an advance on costs. Either the notary vouches for the assumption of costs for the Registergericht or you pay the advance on costs personally to the district court and submit the receipt immediately.

When does the Handelsregister invoice arrive and do I have to pay it?

The invoice should arrive quickly, just before or after registration in the commercial register. You should, of course, pay the Handelsregister invoice. Otherwise, the entry will be deleted provisionally!

Make sure that it’s a real letter from the court: Many founders become victims of fraud and receive deceptively real-looking invoices demanding outrageous sums of money within a few days so that they can be entered in a “register”. Don’t be fooled! The fees for the first entry in the Handelsregister are €150 for GmbH and UG.

The only exception is the formation of a GmbH with a contribution in kind. In this case, the fee is €240. If the amount differs from this, do not pay the invoice and call one of our formation consultants when in doubt.

When will I receive the registration notification?

You will receive the notification of entry in the commercial register together with the invoice.

Where can I check the Handelsregister entry?

The commercial register entry can be checked free of charge at your local court or online. Since the commercial register has been completely digital since 2007, all entries are available for inspection online. You can also order a copy of the registration data, but there is a small fee for this.

Registering the UG or GmbH with the Gewerbeamt

After the UG or the GmbH has been successfully registered with the Handelsregister, the registration with the trade office is up next.

In some cities, you can now register your business digitally, but in most cases, you will need to visit the local business registration office. There you can get the form for business registration, enter your personal data and company information and pay a small fee (depending on the municipality, the cost ranges between €20 and €60). They’ll then check the correctness of the data and whether all the necessary conditions for running your business are fulfilled. If everything is ok, your business will be registered!

After you’ve registered your GmbH or UG with the Gewerbeamt, the tax office and the Chamber of Industry and Commerce (IHK) or Chamber of Crafts (HWK) will automatically contact you for tax registration.

Who has to register as a business?

Anyone seeking self-employment and wanting to make profits in the long term is obligated to register as a business at the Gewerbeamt. This applies to the GmbH and UG legal forms as well as to sole proprietorships (Einzelunternehmen).

As a so-called parent company, you also must register a business. The same also applies to non-profit companies such as gUG or gGmbH. Even if these companies do not pursue a commercial purpose, business registration must be done per the GmbH Act (GmbHG).

However, there are also exceptions to this compulsory business registration. For instance, freelancers or asset-managing companies don’t have to register as a business.

Next steps for setting up a GmbH or UG

Even after entry in the commercial register and trade registration are complete, the registration of your UG or GmbH is not yet complete. The following steps are ahead of you:

• Registration with the Finanzamt (tax office): After the business has been registered, you will automatically receive the questionnaire for tax registration from the tax office. Fill that out and send it back. You’ll then receive your Steuernummer (tax number)
• IHK or HWK: Depending on your business activities, either the Chamber of Industry and Commerce or the Chamber of Crafts will contact you. As a self-employed person, you must become a paying member of the IHK/HWK.
• Berufsgenossenschaft (Trade association): As the responsible entity for statutory accident insurance, trade associations are responsible for entrepreneurs and their employees, which is why membership is mandatory here as well – as a rule, even without employees.
• Agentur für Arbeit (employment agency): If you wish to hire staff, you must register with the employment agency. There you’ll receive your company number, which you need to pay the social insurance contributions of your employees to the relevant insurance provider.

Who should I tell if my registered office changes?

If you move your company, you must register with all the offices you registered your UG or GmbH with:

• Business re-registration: If your company moves within the area of jurisdiction of the Gewerbeamt, a business re-registration is sufficient. However, if you move your place of business to another municipality or city, you must first register your business at the new location and then deregister it at the old location.
• Handelsregister: Changes must be submitted to the commercial register immediately. You must have the change of business address notarised.
• Gewerbeamt: When relocating, the previously competent tax office must hand over the tax files to the now competent tax office. If you do so, your tax number will also change (but not your VAT identification number).
  Social insurance provider (health insurance provider)
• Berufsgenossenschaft 
• IHK or HWK: Although the trade office always relays the updated information to the Chamber of Industry and Commerce /Chamber of Crafts, you should also inform them yourself to be on the safe side.
• Agentur für Arbeit (if you employ staff)
• Banks and insurance
• Adjust the invoice template, letterheads, imprints and email signatures

When can I write my first invoices?

As soon as you’ve received your tax number from the tax office and, if applicable, your VAT identification number (USt-IdNr.), you can write your first invoices. Be sure to review the guidelines for invoicing!

The Master list of all Company Formation articles can be found here.