Set Up a GmbH in Berlin
Ihr Notar für die Gründung einer GmbH
Would you like to set up a GmbH (Gesellschaft mit beschränkter Haftung – Germany’s most popular limited liability company)? Start your own business today and bring your idea to life! We support you with notarisation, the articles of association, the commercial register application, and all necessary formalities – for a straightforward in-person or online GmbH formation.
Contact us for your GmbH formation in Berlin.
Paula ★ ★ ★ ★ ★
Lawyer Franke is my first choice when it comes to my company.
Success Is Waiting for You
Set up your GmbH with ease! Our notary services provide fast and straightforward support for your GmbH formation. We are your notary in Berlin for everything related to your GmbH – for a smooth start to your entrepreneurial future! Contact us today!
Set Up Your Own GmbH in 4 Steps
1.
Submit your details & book a quick notary appointment
2.
Notarisation of your GmbH – online or at our office
3.
Open a business account & deposit the share capital
What Information Do I Need for a GmbH Formation (Online) in Berlin?
- What will your GmbH be called?
- What is the registered business address?
- What is the purpose of your GmbH?
- Who will be the shareholders, and who will be the managing director?
- Share capital: full payment of €25,000 or €12,500?
Set Up Your Own GmbH in Berlin – At Our Office or From Home
Set up a GmbH in Berlin: Would you like to set up your own GmbH in Berlin? It is quick and straightforward. Setting up a limited liability company offers many advantages for your business. Young companies and start-ups in particular benefit from starting or converting their business as a GmbH. Our step-by-step guide shows you how it works. We will also inform you in an initial conversation about the costs and the required share capital.
Set Up Your GmbH Tomorrow?
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Set Up a GmbH in Berlin: What Is a GmbH?
A Gesellschaft mit beschränkter Haftung – GmbH for short – is a limited liability company. You can set up your GmbH together with business partners or on your own. The latter is known as a single-shareholder GmbH. There are many advantages that the GmbH has over other legal forms. The main advantage is, as the name suggests, limited liability. While other legal forms may expose your private assets, in a GmbH liability is limited exclusively to the company’s assets. This means the financial risk of your venture is not only significantly lower but also easier to calculate.
The classic GmbH typically consists of multiple shareholders who jointly establish a company and act as a legal entity. The minimum share capital required is €25,000.
A GmbH Consists of the Following Bodies
The Management The management is usually defined in the articles of association at the time of formation. Alternatively, it can be appointed subsequently by the shareholders’ meeting.
The Shareholders’ Meeting The shareholders’ meeting is the highest decision-making body of a GmbH. It is responsible for all matters that fall outside the scope of the management’s duties.
The Supervisory Board The supervisory board’s role is to oversee the GmbH. The formation of a supervisory board is mandatory when the GmbH has more than 500 employees.
Set Up a GmbH in Berlin: Single-Shareholder GmbH
Would you like to set up a single-shareholder GmbH? That is also possible with us. In this case, you forgo working with other shareholders and establish your company on your own. Just like a standard GmbH, you will need a minimum share capital of €25,000.
A Head Start for Your Start-Up!
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What Our Clients Say About Us
Team S.L.W
Booked the appointment yesterday, set up our company today.
Cem
My formation was fast and straightforward.
Andrea
Very satisfied and happy to come back.
What Are the Notary Costs for a GmbH Formation?
The fees for setting up a GmbH with shareholders’ resolution and articles of association are approximately €680 net. Notary costs are set by law and are identical at every notary.
Book your Berlin notary appointment now – no long waiting times!
Pros and Cons of Setting Up a GmbH
Thinking about setting up your own GmbH? Here is an overview of the advantages and disadvantages of setting up a GmbH in Berlin:
Advantages
- Your private assets are protected, as the GmbH is liable with its company assets only
- Suitable for a wide range of business types
- No minimum or maximum number of shareholders required
- Simplified process for attracting and involving investors
- Change of shareholders is straightforward
- Shareholders can be employed within their own company
- Corporate tax for GmbH founders may in some cases be lower than income tax for a partnership
Disadvantages
- Minimum share capital of €25,000 required
- Higher administrative burden during the formation phase and for ongoing bookkeeping compared to other business structures
- Strict separation of shareholder and company assets (private withdrawals are not permitted)
- Banks often require a personal guarantee for loans despite the limited liability
Setting Up a GmbH – A Good Choice
The GmbH is one of the most common forms of limited liability company for good reason. It is easier to attract and involve investors through a limited liability company than through other legal forms. Furthermore, only the GmbH as a legal entity is liable – the managing director is not personally liable with their private assets.
Setting up a GmbH is particularly well suited to medium-sized and larger businesses. Sole traders also frequently choose this legal form. It is equally popular with freelancers and individuals. The GmbH offers valuable flexibility in the choice of founding members, as the number of shareholders is not prescribed.
Excursus: UG (haftungsbeschränkt)
If the €25,000 minimum share capital seems too high at the start, you can of course set up a UG (haftungsbeschränkt) instead. A UG can be formed with as little as €1 of start-up capital. Once your business is up and running and you are able to contribute the required €25,000, Notary Franke can convert your UG into a GmbH at your request. Please get in touch – we are happy to advise you.
Setting Up a GmbH – Step-by-Step Guide
Once we have confirmed that all details are correct, Notary Franke notarises your GmbH in formation – also referred to as a Vor-GmbH. During this initial formation phase, you and your co-founders are still personally liable with your private assets.
If you are setting up the company with one or more business partners, the question of how to divide the shares arises at this point. Who gets how much? To answer this, consider how responsibilities within the company will be divided: who will be managing director, who brings which expertise, and who is responsible for which tasks? The distribution of shares typically serves to reflect the work contributed, the capital invested, and the responsibilities assumed. An equal split can also be appropriate in some circumstances.
You should also check whether your GmbH requires official approval. In principle, no government permit is needed to register a GmbH. However, under certain circumstances one may be required – for example, if your company’s purpose is particularly sensitive or demands specific qualifications. In such cases, you should consult the Trade Regulations Act (Gewerbeordnung) or contact the relevant authority for your sector, such as the building authority, the Chamber of Crafts, or the public health office.
Examples of business areas requiring a licence include tax and legal advisory firms, restaurants, amusement arcades, driving schools, and care homes or pharmacies. If you are planning to set up one of these types of business, you should contact the relevant authorities before registration.
You need a minimum of €25,000 in share capital to set up a GmbH. Paying in more is of course also possible. At least half of your share capital must be deposited into the company account. Contributions in kind may also be made to the company and count towards the required cash capital at their actual value.
Regardless of the size of the GmbH, it is generally advisable to have a bespoke set of articles of association drawn up. Please feel free to get in touch. We will advise you and work with you to find the most suitable arrangement for a successful formation.
Arrange an appointment with us at which the shareholders and management come to the office for the formation. Notary Franke will verify that all required details are correct, including:
- First and last names of all shareholders
- Details of the managing director
- Registered company address
- Amount of share capital
No two GmbHs may share the same name. You must therefore check whether your preferred name is already listed in the central business register. Names that are trademark-protected by third parties are also not permitted. It is also advisable to check whether a suitable domain name is still available.
For added certainty, you can have your preferred name reviewed by the Chamber of Commerce (IHK) or the Chamber of Crafts. This reduces the risk of having to change your GmbH name at a later stage because another company already uses the same name.
At this point, you and your co-founders are not yet a GmbH but a civil law partnership (GbR). This means you and your business partners are still personally liable with your private assets. Financial risks should be avoided during this phase.
Are you planning to set up your company with less than €25,000 in share capital? In that case, it is possible to set up a UG (haftungsbeschränkt), which can be formed with as little as €1 in start-up capital.
Once all steps have been completed successfully and you have either visited us at the office or had your formation documents notarised online, you should open a business account without delay and deposit the share capital into it. Simply send us confirmation of the payment afterwards.
Notary Franke will then register your new GmbH in formation with the competent local court for entry in the commercial register upon receipt of the payment confirmation.
Step 4 – Registration in the commercial register
Notary Franke submits the application for registration of your new GmbH in formation to the competent local court upon receipt of the payment confirmation.
We submit your application promptly once proof of share capital payment has been provided. From that point, registration typically takes around four weeks.
Please make sure you have a clearly legible company sign in place so that the commercial register can reach you and your new company by post. Delivery problems can cause delays in registration, which should be avoided.
After we have submitted the application, the commercial register will send you a cost invoice for €200 by post. Please settle this promptly to avoid any delays in registration.
Please make sure you transfer the €200 to the correct commercial register account and compare the bank details with the official account of the KEJ (Kosteneinziehungsstelle der Justiz – Justice Cost Collection Office). As there have been increasing reports of fraudulent letters, extra caution is advised. If you are unsure whether your letter is genuine, contact the relevant commercial register or pay the amount in person directly at the competent office.
Provided there are no obstacles to your registration, you will receive confirmation of your company’s registration from us after approximately four weeks.
You can now get started with your new company!
From this point, you and your co-shareholders are no longer personally liable with your private assets!
The next and final step in the formation phase is to register with the competent trade office (Gewerbeamt) and the tax office (Finanzamt). It is advisable to pay all fees promptly, as this speeds up the process. Provided there are no further objections, the GmbH in formation can be fully registered as a GmbH within one working week.
Looking for a Notary for Your Formation?
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Online Notary Formation
Since 1 August 2022, you can also set up your GmbH with us entirely online. Simply book an online appointment with Notary Franke and set up your GmbH via a secure video conference. We will prepare an electronic document for you, which you sign electronically.
Online Notary Berlin
Currently, the formation of a GmbH as well as a UG (haftungsbeschränkt) can be completed online. Commercial register and cooperative register applications can now also be handled easily and securely from home or on the go.
What Our Clients Say About Us
Mesut, Online founder
Thank you to Mr Franke for my formation.
Anna, GmbH founder
For my company, I only go to Mr Franke.
Tanja und Felix, UG founder
Fast, straightforward, and competent advice.
What Does a GmbH Formation Cost?
The costs of setting up a GmbH include the share capital of €25,000, or €12,500 if only half is paid in initially. In addition, notary fees amount to approximately €820. Trade registration typically costs less than €50. Commercial register entry for a cash formation is €200. In total, setting up your own GmbH costs approximately €1,000 in addition to the share capital. Notarial costs are the same throughout Germany.
Good to Know! Buying an Existing GmbH
There is a legal and official option to acquire an existing GmbH, known as a shelf company. The advantage is that all formalities have already been completed.
Conclusion: Are You Ready to Get Started?
Setting up your own GmbH can be very beneficial for your planned ventures. We are here to support you with advice and action in realising your business plan. Notary Franke is happy to notarise your formation – in person or conveniently online. Get in touch with us.
Frequently Asked Questions – Setting Up a GmbH
Registering a GmbH in the commercial register typically costs €200. These fees are set by law. In addition, notary fees apply for notarising the articles of association and the registration application. Total formation costs, including the commercial register entry, amount to approximately €680 net, depending on individual requirements.
Registration of the GmbH in the commercial register typically takes 3–4 weeks after all complete documents have been submitted to the registry court. This requires the articles of association to have been notarised and the share capital to have been paid in full to the company’s bank account. Delays can occur if documents are missing or the court requires clarification. The GmbH is only officially incorporated and operational upon registration. Business activities can begin beforehand, but personal liability applies in the interim.
Setting up a GmbH in Berlin typically takes between 3 and 6 weeks. The process involves several steps: drafting and notarising the articles of association, opening a bank account, and registering with the commercial register. The timeline may be extended if documents are missing or queries arise. Thorough preparation of the formation documents speeds up the process, allowing the GmbH to be registered promptly.
The articles of association is the central document in setting up a GmbH. It sets out the key parameters of the company, including its business purpose, share capital, shareholder structure, and the responsibilities of the managing directors. The document must be drafted and notarised by a notary. Without it, the GmbH cannot be entered in the commercial register, which is a prerequisite for conducting business.
The articles of association of a GmbH set out all fundamental rules governing the company. These include the name and registered address of the GmbH, the company’s purpose, the amount of share capital, and the shareholders’ respective interests. Further provisions cover the management, the shareholders’ meeting, resolutions, and the distribution of profits and losses. The articles are notarised and form the legal foundation of the GmbH.
In straightforward cases, a model protocol may be used as an alternative – we explain what this means and when it makes sense on our dedicated page.