Set Up a Holding Company in Berlin
Your Notary for Setting Up a Holding Company
Would you like to set up a holding 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 holding company formation.
Contact us for your holding company formation in Berlin.
Rainer ★ ★ ★ ★ ★
“It couldn’t have been more straightforward. The next time I think of ‘notary’, I’ll think of Mr Franke.”
Success Awaits You
Set up your holding structure with ease! Our notarial services offer fast and straightforward support for the formation of your holding company. We are your notary in Berlin for setting up your holding parent company and its subsidiaries – for a smooth start into your entrepreneurial future! Contact us today!
Your Own Holding Company in 4 Steps
1.
Submit your details & book a fast notary appointment
2.
Notarisation of your holding company – online or at our office
3.
Open a bank account & pay in the share capital
4.
Filing with the Commercial Register – done!
What Details Do I Need to Set Up a Holding Company (Online) in Berlin?
- What should your parent company be called? And your subsidiaries?
- What is the business address?
- What is the corporate purpose of your holding company? What is the purpose of the subsidiaries?
- How is the holding structure set up? Who will be a shareholder, who a managing director?
- Share capital: formation is possible with as little as 1 euro of starting capital!
- Pro tip: you can use the starting capital of the holding company as share capital for the operating companies!
Set Up Your Own Holding Company in Berlin – at Our Office or from Home
Would you like to set up your own holding company in Berlin? It is quick and easy. A holding structure offers many advantages for your business. Thanks to tax benefits, you profit from the decision to start your business as a holding company with an operating company. Our step-by-step guide shows you how.
Set Up Your Holding Company as Early as Tomorrow?
Book your notary appointment in Berlin now – no long waiting times!
What Is a Holding Company?
A holding company is a corporate structure in which a parent company (the holding) holds shares in other companies (subsidiaries). This structure allows central control and management of the subsidiaries, as well as tax advantages and risk diversification.
A Holding Company Consists of the Following Bodies:
The management
The management is usually appointed in the articles of association at the time of formation. Alternatively, it can be appointed later by the shareholders’ meeting.
The shareholders’ meeting
The shareholders’ meeting is the highest decision-making body of a UG. It is responsible for all matters outside the management’s scope of duties.
Setting Up a Holding UG in Berlin: Forming a Single-Person UG
Would you like to set up a single-person holding company? That is also possible with us. In this case, you do without other shareholders and form the company on your own. You choose between the legal forms GmbH and UG. Unlike a holding GmbH, a holding UG requires share capital of only 1 euro.
A Head Start for Your Start-Up!
We are here for you! Book your notary appointment now – no long waiting times.
What Our Clients Say About Us
Anton
“Appointments were quick, everything was explained clearly and it all went smoothly.”
Jasmin
“The service was perfect. Everything was perfectly organised. The ladies are great.”
Bella
“Really great! … the whole process was totally relaxed and professional.”
What Are the Notary Fees for Setting Up a Holding Company?
The fees for setting up a holding company with a shareholders’ resolution and articles of association are around 680 euros net. Notary fees are set by law and identical at every notary.
Book your notary appointment in Berlin now – no long waiting times!
Advantages and Disadvantages of Setting Up a Holding UG
Are you thinking about setting up your own holding UG? Find out here about the advantages and disadvantages of setting up a holding UG in Berlin:
Advantages
- Formation possible with as little as 1 euro of starting capital
- Your private assets are protected, as the holding UG is liable with its company assets
- Suitable for many different types of business
- No minimum or maximum number of shareholders
- Easier to attract and involve investors
- Shareholders can be changed easily
- Shareholders can be employed by their own company
- Corporation tax for founders of a holding UG may be lower than income tax for a partnership
- The opportunity to save tax with a holding structure
- The option to use the holding company’s starting capital directly as starting capital for the subsidiary
Disadvantages
- Greater administrative effort during formation and in later bookkeeping compared with other business forms
- Strict separation of the assets of shareholders and company (private withdrawals are not permitted)
- When banks grant loans, the limitation of liability does not apply, as a personal guarantee is usually required
Holding UG or GmbH – a Good Choice
There is a reason the UG and GmbH are among the most common forms of corporation. A corporation makes it easier to attract and involve investors than other company forms. In addition, only the holding company as a legal entity is liable. The managing director is not liable with their private assets.
Forming a UG is a good choice above all for medium-sized and larger businesses. Tradespeople also frequently choose this legal form for their company. It is equally popular with freelancers and individuals. The UG also offers valuable freedom in the choice of its founding members, as their number is not prescribed.
Excursus: Holding GmbH
If you have 12,500 euros of starting capital available, you can of course set up a holding GmbH instead, paying in half of the 25,000 euros share capital. You can also start with a holding UG first. Once your business is up and running and you are able to pay in the required 25,000 euros, Notary Franke will convert your holding UG (haftungsbeschränkt) into a holding GmbH as you wish.
Setting Up a Holding Company in Berlin
Step-by-Step Guide:
Once we have established that all details have been provided correctly, Notary Franke notarises your holding company in formation. This is also known as a pre-UG or pre-GmbH. During this first phase of formation, you and your co-shareholders are still liable with your private assets.
If you are founding your company with one or more business partners, the question of how to allocate the shares arises at this point. Who gets how much? To answer this, consider how the roles in the company will be divided. Who will be managing director, who contributes which skills to the business, who is responsible for which tasks? The allocation of shares usually serves to recognise the work invested, the capital contributed and the responsibility assumed. An equal split can also make sense in some cases.
The next step is to check whether your UG requires a licence. In principle, no official licence is needed to register a UG. Under certain circumstances, however, one may be required. This is the case, for example, if your business activity is particularly sensitive or requires a special qualification. In that case, you should consult the Trade Regulation Act (Gewerbeordnung) or, depending on the sector, make enquiries with the building authority, the Chamber of Crafts or the health authority.
Examples of licensed business activities include tax and legal advisory firms, restaurants, gaming halls, driving schools, and the operation of retirement homes or pharmacies. If you are planning to set up such a business, you should contact the relevant authorities before registration.
To set up a holding UG, you need only 1 euro of starting capital. If you wish to pay in more, that is of course also possible. Unlike a holding GmbH, the share capital of a holding UG is always paid in full. Contributions in kind can also be made to the company. They replace the required cash capital to the extent of their actual value.
Regardless of the size of the holding UG or GmbH, it is often advisable to have individual articles of association drawn up. Feel free to contact us. We will advise you and work with you to find the most favourable agreement for the successful formation of your company.
Arrange an appointment with us for the shareholders and the management to come to our office for the formation.
Notary Franke checks that the required details are correct. His review covers the following points:
– First and last names of the shareholders
– Details of the managing director(s)
– Registered office of the company
– Amount of share capital
Two holding UGs or GmbHs may not have the same name. You must therefore check whether your preferred name is already listed in the central company register. Names protected by third-party trademark rights may not be chosen either. It is also advisable to check whether a suitable domain is still available.
For additional certainty, you can then have your preferred name checked by the Chamber of Industry and Commerce (IHK) or the Chamber of Crafts. This step reduces the risk of having to change your holding company’s name later because another company already bears the same name.
At this point, you and your co-founders are not yet a holding UG or GmbH but initially a GbR (civil-law partnership). This means that you and your business partners are still liable with your private assets. Financial risks should be avoided during this phase of business operations.
Are you planning to form your company with more than 12,500 euros of share capital? In that case, you have the option of setting up a holding GmbH directly. Setting up your company has never been so easy!
Once you have completed all the steps and have either visited our office or had your formation documents notarised online, you should not waste any time and open a business bank account. You then pay the share capital into this account. Afterwards, simply send us confirmation of the payment.
Once the proof of payment has been submitted, Notary Franke files your new holding UG or GmbH in formation with the competent local court for entry in the Commercial Register.
Good to know!
You can set up as many holding and operating companies in one appointment as you need for your ventures.
Once the proof of payment has been submitted, Notary Franke files your new holding UG or GmbH in formation with the competent local court for entry in the Commercial Register.
We send your application to the Commercial Register promptly after receiving proof of payment of the share capital. From that point, it takes around 4 weeks until your company is registered.
Please make sure you install a clearly legible company sign so that the Commercial Register can reach you and your new company by post.
Delivery problems can delay registration, which should be avoided.
After we have filed the application, the Commercial Register will send you an invoice for 200 euros by post. Please pay it promptly to avoid delays in registration.
Please make sure that you actually transfer the 200 euros to the competent Commercial Register and compare the account number with the official account number of the KEJ (Kosteneinziehungsstelle der Justiz, the judicial fee collection office). As an increasing number of fake letters have been reported, particular caution is advised. If you are unsure whether your letter is genuine, contact the competent Commercial Register or pay the amount in person directly at the relevant office.
Provided there are no obstacles to registration, you will receive notice from us of your company’s registration after approximately 4 weeks.
Now repeat the process for the operating company. Once it is registered, you can get started with your companies!
From this point on, you and your co-shareholders are no longer liable with your private assets!
The next and final step in the formation phase of your own holding UG or GmbH is registration with the competent trade office and the tax office. It is advisable to pay all fees promptly, as this speeds up the process.
Looking for a Notary for Your Holding Company?
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Online Notary Formation
Since 1 August 2022, you can also set up your holding UG or GmbH with us conveniently online. Simply arrange an online appointment with Notary Franke and set up your holding and operating company in a secure video conference. We create an electronic deed for you, which you sign electronically.
Online Notary Berlin
Currently, both a holding GmbH and a holding UG (haftungsbeschränkt) can be formed online. Filings with the Commercial Register and the Cooperative Register can now also be completed easily and securely from home or on the go.
What Our Clients Say About Us
Coskun
“The advice was clear, the process fast and straightforward. Highly recommended.”
Neil
“Extremely fast and professional. A very friendly team and notary. I would gladly come back.”
Saraco
“Everything was explained clearly and the entire process was absolutely smooth and pleasant.”
What Does It Cost to Set Up a Holding Company?
The costs of setting up a holding company naturally include the share capital of the holding company and that of the operating company. In addition, there are the notary fees, which amount to approximately 820 euros. The trade registration usually costs less than 50 euros. Registration in the Commercial Register for cash formations is 200 euros. In total, setting up your own holding company costs around 1,000 euros per company in addition to the share capital. Notary fees are the same throughout Germany.
Good to Know! Buying an Existing Holding Company
It is officially and legally possible to acquire an existing holding company. This is known as a shelf company (Vorratsgesellschaft). The advantage is that all formalities have already been completed.
Conclusion: Are You Ready to Get Started?
Setting up your own holding company can prove very useful for your planned ventures. We are here to support you with advice and assistance in realising your business plan. Notary Franke will be happy to notarise your holding company – on site or conveniently online. Get in touch with us.
Frequently Asked Questions About Setting Up a Holding Company
Setting up a holding company offers numerous advantages, above all in terms of corporate structure and tax savings. The holding structure makes it possible to transfer profits from the subsidiaries to the parent company in a tax-efficient way, which can lead to significant tax benefits. It is particularly suitable for companies or start-ups that want to manage several subsidiaries efficiently. In addition, the holding company provides a clear organisation and enables strategic shareholdings in other companies. Another advantage is asset protection, particularly with an asset-holding company.
Yes, a holding company can also be set up retrospectively by converting existing companies into a holding structure. This is often done by contributing shares in subsidiaries to a newly formed parent company (e.g. a holding GmbH). However, legal and tax pitfalls should be taken into account in this step. A tax advisor helps with the optimal strategy and clarifies how tax and organisational advantages can best be used. Setting up a holding company retrospectively offers long-term tax savings above all, along with a better structure for the business.
Yes, it is also possible for a private individual to set up a holding company. In this case, a holding company, e.g. a holding GmbH, is formed as the parent company that manages shareholdings in other companies or assets. An asset-holding company is suitable, for example, for protecting and managing financial resources and capital gains. Private individuals often use a holding structure to save tax, particularly on profit distributions or the sale of shareholdings. It is advisable, however, to consult a tax advisor to plan the legal form and tax strategy optimally.
The costs of the organisational structure depend on the number of subsidiaries required. The notary fees for notarising the articles of association and the Commercial Register filing amount to around 680 euros net per company. In addition, there are costs for advice from a tax advisor who optimises the holding structure from a tax and organisational perspective. There may also be expenses for opening a bank account. Overall, the formation costs vary depending on the type of holding company and the complexity of the organisation.
The advantages of a holding company are numerous and come into play above all in tax optimisation and corporate structure:
- Tax advantages: profit from a subsidiary can be distributed to the parent company on a tax-privileged basis. Capital gains from the sale of shareholdings are often up to 95% tax-free.
- Risk separation: the holding structure spreads risk across individual subsidiaries. A subsidiary can become insolvent without endangering the entire holding company.
- Asset protection: an asset-holding company makes it possible to strategically secure and build up private and business assets.
- Flexibility and growth: a holding company makes it easier to manage several companies, to buy and sell shareholdings, and to form further subsidiaries.
- Professional structure: the holding company creates a clear organisational form and ensures efficient corporate governance and strategic management.
Setting up a holding company is particularly worthwhile for start-ups and growing companies in order to save tax, minimise risks and optimise the corporate structure in the long term.
Alongside the advantages, this form of company also has some disadvantages:
- Greater administrative effort: the holding structure requires more complex bookkeeping and organisation, as each subsidiary must be managed individually.
- Formation costs: setting up a holding company is more expensive, e.g. due to notary fees, tax advisors and ongoing administrative fees.
- Tax pitfalls: if implemented incorrectly, tax disadvantages can arise, e.g. through hidden profit distributions or loss of tax benefits.
- Complexity: for smaller companies or sole traders, the holding structure can be too elaborate and confusing.
Despite the advantages, a holding company is therefore mainly suitable for companies that want to benefit from a clear separation of risks and tax optimisation.
There are various types of holding company, which differ in their function, set-up and structure. Here is an overview of the most important types:
- Operating holding company: the parent company runs its own operating business and additionally coordinates the activities of the subsidiaries. This structure is suitable for companies that are both administrative and commercially active.
- Management holding company: here, the parent company only takes on the leadership and strategic management of the subsidiaries. Operating activities lie exclusively with the subsidiaries.
- Financial holding company: the financial holding company serves to manage shareholdings and build up assets. It controls financial flows between the companies and optimises profit distributions.
- Asset-holding company: this holding company serves to secure and manage assets such as real estate, capital investments or company shareholdings. It offers tax advantages and asset protection.
- Organisational holding company: an organisational holding company creates a clear structure for the companies under one umbrella company and ensures efficient management of the companies.