Set Up a UG in Berlin
Your Notary for Setting Up a UG
When setting up a UG – Germany’s Limited Liability Start-Up Company, a notary is an indispensable partner for a legally sound start. They ensure that the articles of association are drafted precisely and notarised correctly. Whether in person in Berlin or online – with professional support, your UG can be set up quickly, clearly structured, and without avoidable risks.
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Setting Up a UG in Berlin – Your Notary Handles Your Incorporation
The UG is an attractive legal form for founders who want to build a company with limited share capital. Young businesses and start-ups in particular benefit from this structure, as it offers clear liability protection while providing a structured entry into entrepreneurial activity. Existing businesses can also benefit from converting to a UG when flexibility and legal certainty are required.
With our notary for corporate law in Berlin, we guide you through the entire process – from drafting the articles of association and notarisation through to registration in the commercial register. By choosing our notary for your UG formation, you benefit from expert support. Your notary ensures that all legal requirements are met precisely, so your company is built on a solid foundation.
Set Up Your Own UG in 4 Steps with Your Notary
1.
Submit your details
You provide us with the required information about your company and receive a notary appointment promptly.
2.
Notarise the articles of association
The articles of association of your UG are notarised – either at our Berlin office or via an online procedure.
3.
Open a business account
You then open a business bank account and deposit the share capital of the UG.
4.
Register in the commercial register
Once all documents are in order, the notary handles the registration of your UG with the commercial register. Upon entry, your company is officially incorporated.
Your Notary in Berlin for a Smooth UG Formation
Plan your UG formation without delay – with flexible appointments that fit your schedule. With no long waiting times, we ensure that all necessary steps are carried out in a legally sound manner.
Setting Up a UG with a Notary: Legal Fundamentals at a Glance
The Unternehmergesellschaft (haftungsbeschränkt), or UG for short, is a limited liability company and one of the most popular legal forms for founders in Germany. Its defining feature is limited liability: obligations affect only the company’s assets, not the private assets of the shareholders. This significantly reduces financial risk while keeping it calculable.
A UG can be set up with share capital of as little as one euro. A notary ensures that the articles of association are drafted in a legally sound manner and that all documents are complete when submitted to the competent registry court. Later steps in the company’s lifecycle – such as a liquidation with a notary – also follow prescribed legal procedures.
Legal bodies of a UG and their functions
A UG has two central bodies: the management and the shareholders’ meeting. The management is appointed in the articles of association and can be replaced or removed by resolution of the shareholders’ meeting. The shareholders’ meeting decides on all fundamental matters of the company, such as amendments to the articles or when shareholders wish to change the company’s purpose. Both bodies ensure a clear legal structure and responsible management of the company.
Setting Up a Single-Shareholder UG – with Support from Your Notary
Acquiring an existing UG
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From Idea to Registration: Your Notary for a UG Formation in Berlin
Whether you are a founder, freelancer, or established business – the UG offers a flexible and legally secure way to bring your business idea to life. Our notary guides you step by step through the formation process.
Setting Up a UG with a Notary – Pros and Cons
The UG offers a flexible structure, legal certainty, and is particularly appealing to founders who want to establish a legal entity with manageable resources. Below is an overview of the key advantages and disadvantages.
Advantages:
- Can be set up with share capital of as little as one euro
- Liability is limited to company assets; private assets remain protected
- No minimum or maximum number of shareholders required
- Easy to attract and involve investors
- Adding or changing shareholders is straightforward
- Shareholders can also be employed within their own company
- Corporate tax may be more favourable than income tax for a partnership
Disadvantages:
- Higher administrative burden during the formation phase and for ongoing bookkeeping
- Strict separation of private and company assets; withdrawals are not permitted
- Banks often require personal guarantees for loans despite the limited liability
Notarial guidance – for an informed decision
Whether the UG is the right legal form for your plans depends on your individual circumstances. Our notary for UG formation explains the legal requirements, outlines your options, and ensures that all formalities are handled correctly. This gives you a well-founded basis for your decision and lays the groundwork for a legally secure entrepreneurial future.
What Do I Need to Set Up a UG in Berlin?
A successful UG formation in Berlin begins with thorough preparation. Before drafting the articles of association and registering the company in the commercial register, you should address some fundamental questions that will form the legal and organisational foundation of your company.
Questions to consider:
- What will your UG be called?
- Where is the registered business address?
- What is the company’s purpose?
- Who will act as shareholders, and who as managing director?
Once these points are clarified, the necessary documents for the notary appointment need to be assembled.
Required documents:
- ID card or passport of all shareholders and managing directors
- Details of the company’s purpose and registered address
- Information on shareholding structure and share allocation
- Draft or specifications for the articles of association#
- Proof of share capital (minimum one euro)
Set Up Your UG Step by Step with Our Notary in Berlin Step 1
The articles of association form the foundation of your UG. They set out the company’s purpose, registered office, share capital, and the rights and obligations of the shareholders. A notary for your UG formation ensures that the articles are drafted in a legally sound manner and tailored to your individual needs. In straightforward cases – such as a single-shareholder UG – a model protocol may be used as an alternative. The names of the shareholders, the managing director, and the amount of share capital are all recorded as binding information.
If multiple people are setting up the UG, the allocation of shares must be agreed upon. This is often based on capital contributed, responsibilities assumed, or specialist expertise. An equal distribution is also possible. To avoid any ambiguity after formation, our notary helps you include a clear and fair arrangement in the articles of association.
Not every UG requires additional licences – but you should check whether your business purpose is subject to specific requirements. In sectors such as hospitality, healthcare, or legal services, official permits may be required. Your notary will advise you on the relevant legal framework and flag any licensing obligations to ensure the formation proceeds smoothly.
The company name is a central element of your UG. It must be distinctive and must not conflict with existing entries in the commercial register or trademark-protected names. Check early whether your preferred name is available and also consider a suitable internet domain. For added certainty, it is advisable to have the name reviewed by the Chamber of Commerce (IHK) or Chamber of Crafts – this avoids later changes and unnecessary delays.
Before your company is entered in the commercial register, it does not yet qualify as a UG but as a civil law partnership (GbR). This means you and your co-shareholders remain personally liable during this transitional phase. It is particularly important during this sensitive period to enter into financial commitments with care and to work closely with your notary to advance registration swiftly and securely.
After notarisation, you open a business bank account in the name of your UG. The agreed share capital – a minimum of one euro, which should be paid in full – is deposited into this account. This makes your company financially operational and creates the basis for the next step in the formation process.
Once the share capital has been deposited, you provide the notary with proof of payment. The notary confirms the deposit and submits the documents to the competent local court so that your UG can be officially entered in the commercial register.
Once proof of payment has been received, the notary submits all required documents to the competent local court. When you set up your UG with a notary, the commercial register application is prepared in a legally sound manner and submitted without delay – a crucial step on the path to full registration.
Once all documents are complete, processing by the commercial register typically takes around four weeks. You will then receive the official registration notification. With this document, your UG is fully operational as a legal entity and able to participate in commercial life.
From the date of registration, liability no longer falls on the shareholders’ private assets but exclusively on the company’s assets. You then register your business with the trade office (Gewerbeamt) and the tax office (Finanzamt). With these steps completed, the formation process is finished and your UG can operate legally in the market.
Set Up Your UG with Your Notary in Berlin or Online
Since 1 August 2022, you can set up a UG online with us – from any location and without lengthy visits to authorities. Whether from home, the office, or on the go: the digital formation saves time and allows you to complete important formalities conveniently by video conference.
You are also supported digitally by our online notary. We review your details, prepare the electronic document, and ensure that all documents are complete and correct. The signing takes place using a qualified electronic signature. This gives you the same protection and legal certainty as a personal appointment at the office – with significantly more flexibility.
From UG to GmbH: Your Notary Supports Every Formation
In addition to the UG, the GmbH is another popular legal form in Germany. Anyone with at least €12,500 of share capital available can directly set up a GmbH with a notary. Alternatively, a UG can initially be established with limited capital and later converted into a GmbH once the required €25,000 is available. This allows you to adapt your company flexibly to its economic development and, when the time comes, choose a more established legal form.
Whether you want to start a UG or set up a GmbH – reliable, legally sound support is key. Our notary in Berlin advises you, answers open questions, and handles all required steps from preparation through to registration in the commercial register. We are also here for online formations and take care of all formalities on your behalf. This gives you the assurance that your UG formation with our notary rests on a clear legal foundation.
Your Path to the Commercial Register: Completing Your UG Formation Professionally
Registration in the commercial register is the final step for your UG to become fully legally operational. With our notary in Berlin, you can be sure that all documents are complete and legally correct. Trust in legal experience and precision – your UG formation will be completed without delays and on a solid legal foundation.
Frequently Asked Questions – Setting Up a UG with Our Notary
What type of company is a UG?
The UG (haftungsbeschränkt) – also known as a mini-GmbH – is a limited liability company under the GmbH Act. It can be set up with share capital of as little as one euro and protects shareholders through limited liability: obligations affect only the company’s assets. The UG is entered in the commercial register and can later be converted into a GmbH once the minimum capital of €25,000 is reached.
When should I set up a UG and when a GmbH?
The choice between a UG and a GmbH depends on your capital, market presence, and goals. Both offer limited liability but differ in their requirements:
- UG (haftungsbeschränkt): Suitable for founders with limited start-up capital. Can be set up from one euro; liability is limited to company assets. Flexible when capital is built up gradually.
- GmbH: Requires €25,000 share capital (at least €12,500 to be paid in at formation). Appears more established in the market and is often viewed as more trustworthy by banks and business partners.
Founders typically choose the UG for a low-cost entry and the GmbH when a solid capital base and strong market presence are important from the outset.
How much does it cost to set up a UG with a notary?
The formation costs of a UG consist of several components:
- Notary fees for notarisation and commercial register application
- Commercial register fee approx. €200
- Trade registration approx. €20–60 (depending on the municipality)
- Chamber contributions (IHK/Chamber of Crafts, depending on sector)
Overall, the cost of setting up a UG typically amounts to around €1,000 plus share capital. The exact amount varies depending on whether a bespoke articles of association or a model protocol is used.
When is it worth setting up a UG with a notary?
A UG formation with a notary is particularly worthwhile for:
- Individuals or founding teams with limited start-up capital
- Entrepreneurs who want clear liability protection from the outset
- Founders who plan to build up capital over time and later convert to a GmbH
The notary ensures that all steps are carried out in a legally sound manner – from the articles of association and the application through to registration in the commercial register.
What documents does the notary need for the UG formation?
The following are typically required for a notarial formation:
- ID cards or passports of all founders
- Details of the registered company address
- Amount of share capital and proof of deposit
- Draft or template of the articles of association (or model protocol)
- Details of the management structure and shareholder composition
The notary checks completeness and ensures that the documents are submitted to the commercial register in the correct form.
How long does it take to set up a UG with a notary?
After notarisation, the UG is registered with the commercial register. With complete documents, registration typically takes two to four weeks. Only from this point is the limited liability effective and the UG fully operational as a legal entity.