The First Weeks After Formation: What Matters Now
The notary appointment is done, but that is when the real organisation begins. In the first weeks, the steps include paying in the share capital, entry in the commercial register, tax filings and further formalities.
Which steps are actually required depends on the activity, the industry, employees and possible licensing requirements.
Table of contents
At a glance
After notarisation, several steps run in parallel. Not everything happens automatically.
- The required cash contributions must be paid before the commercial register application is filed.
- Until registration, the company acts as a GmbH or UG “in formation” and must use the suffix “i. G.”.
- Trade registration, tax registration and notifications to other bodies depend on the actual start of the activity.
- Beneficial owners must be reported to the transparency register after entry in the commercial register.
- Anyone hiring staff needs, among other things, a company number (Betriebsnummer) and must prepare the social security notifications.
- Bookkeeping, receipts, responsibilities and business mail should be organised properly from the start.
- Payment requests referring to a register should be checked carefully, as not every letter comes from an official body.
Tasks and deadlines in the first weeks
The tasks can roughly be grouped into the period immediately after the notary appointment, the phase around application and registration, and the ongoing build-up. The steps can overlap; what matters is the actual start of business activity and the notification obligations that apply in each case.
| Task | What it is about | Timing or deadline |
|---|---|---|
| Pay in the cash contribution | Make the required cash contribution and ensure the management has free disposal of it; in practice this is usually done via a business bank account. | Before the commercial register application is filed |
| Commercial register application | Application by the management, prepared and filed via the notary’s office. | As soon as the requirements are met |
| Trade registration | Notifying the trade to the competent authority. | Generally when the trade is taken up |
| Tax registration questionnaire | Tax registration questionnaire submitted to the tax office via ELSTER. | Generally within one month of opening the business |
| Accident insurance institution | Notifying the start of the business to the competent accident insurance institution. | Generally within one week; trade registration can fulfil the notification |
| Transparency register | Identify the beneficial owners and arrange the report, or check existing details. | Without undue delay after entry in the commercial register |
| Company number (Betriebsnummer) | Needed for the social security notifications of employees. | Before the first social security notifications |
Immediately after the notary appointment
The company in formation
After notarisation, the notary’s office prepares the next steps, in particular the application to the commercial register. For you, this begins an interim phase in which the company has been formed but is not yet registered.
Notarisation initially creates a company in formation, often referred to as a pre-GmbH or pre-UG. Until registration, it must use the suffix “i. G.” in business dealings. It can already conclude contracts and do business, but is not yet registered as a GmbH or UG in the commercial register. Anyone acting in the company’s name during this phase can be personally and jointly and severally liable. We cover the details of liability during the formation phase in a separate article.
Larger contracts or long-term commitments should only be entered into during this transitional phase once it is clear who will become the contracting party and what liability consequences may arise.
Business bank account and share capital
In practice, a business bank account in the name of the company in formation is usually opened after notarisation. The cash contributions required before filing the commercial register application are usually paid via this account.
For a GmbH, at least 25 percent must generally be paid on each share and at least 12,500 euros in total. For a UG, the agreed share capital must be paid in full as a cash contribution before the application; contributions in kind are excluded at its formation.
In the commercial register application, the managing directors must give an assurance that the required contributions have been made and are at the free disposal of the management. Which documents the notary’s office needs before filing depends on the specific case. A bank statement or bank confirmation is often requested for this. The register court can also demand further proof in case of doubt.
Additional requirements apply to contributions in kind and other deviating arrangements, which should be agreed with the notary’s office in advance. Whether and how quickly a business bank account is opened is decided by the respective bank. Procedures and requirements differ from bank to bank, so you should allow some time for this step.
Application and entry in the commercial register
As soon as the requirements for filing are met, the management applies for the company to be entered in the commercial register. The notary’s office usually prepares the application, certifies the signatures and transmits the documents electronically to the competent register court.
The register court then examines the application independently. Queries or objections are possible, for example if details need to be added or corrected. How long registration takes cannot be fully controlled by the notary’s office, as processing lies with the court. You will find a more detailed assessment in the separate article on how long company formation takes.
With registration, the GmbH or UG comes into existence as a legal entity. The suffix “i. G.” is dropped, and the registered data can be accessed publicly via the commercial register. A notice of registration informs you of the completed entry and documents the date and the registered data. You should check this notice carefully and keep it.
Notifications to authorities and registers
Trade registration
Depending on the activity, trade registration may be required. Not every self-employed activity automatically counts as a trade, and whether registration is necessary depends on the company’s specific activity.
For certain activities, additional permits, licences or proof may be required, for example in areas subject to licensing or supervision.
Entry in the commercial register and trade registration are two separate processes. Trade registration is generally based on when the commercial activity is taken up, not simply on the date of entry in the commercial register. If the company starts operating while still a GmbH or UG in formation, registration may be required before entry. The documents required by the competent authority can vary locally.
Tax registration
The opening of the business must generally be notified to the tax office electronically within one month via the tax registration questionnaire. The questionnaire for corporations is submitted via ELSTER. Do not wait for the tax office to contact you first.
After review, the tax office issues the tax number. If a VAT identification number is needed, it can be applied for in the questionnaire at the time of formation; it is issued by the Federal Central Tax Office. The questionnaire asks, among other things, about the activity, expected turnover, employees and VAT details.
Because some of these details have consequences for later taxation, early tax advice is worthwhile. Tax questions and elections are not part of the notary’s remit but belong to tax advice.
Transparency register
GmbHs and UGs must generally report their beneficial owners to the transparency register. Beneficial owners are in particular natural persons who directly or indirectly hold more than 25 percent of the capital shares, control more than 25 percent of the voting rights or exercise control in a comparable way. If no such person can be identified despite a comprehensive review, the legal representatives are generally deemed to be the beneficial owners.
Entry in the commercial register does not replace this report. The details must be transmitted electronically to the transparency register, kept up to date and adjusted without undue delay in the event of changes.
Practical tip from our office: In connection with the transparency register, letters and payment requests are often in circulation that do not come from an official body. Check the sender and the reason for payment carefully before responding to such a request.
Chambers, accident insurance and employees
Depending on the company, further bodies may become relevant after formation. Not all of the following points apply to every company:
- the competent Chamber of Industry and Commerce (IHK), Chamber of Crafts, or both chambers in the case of mixed activities
- the competent accident insurance institution or employers’ liability insurance association (Berufsgenossenschaft)
- the company number service of the Federal Employment Agency, before employees are registered for social security
- health insurance funds and other social security institutions when employing staff
- industry-specific authorities, chambers or licensing bodies
The start of the business must generally be reported to the competent accident insurance institution within one week. For a business subject to trade registration, this obligation is deemed fulfilled if trade registration is completed within this period. The notification obligation applies even if no staff are employed initially.
If employees are to be hired, a company number (Betriebsnummer) is required for the social security notifications. Since 1 January 2024, the company number of the accident insurance institution (Unternehmensnummer) is generally required for the application.
Organising the ongoing business
Bookkeeping, receipts and responsibilities
Organising the bookkeeping should begin with the first business transactions, not only after entry in the commercial register.
- Consistently separate business and private expenses from the start
- File invoices, bank statements, contracts and receipts in an orderly way
- Define responsibilities for bookkeeping, payments and deadlines
- Check a business email address and the incoming mail regularly
- Check the mandatory details on business letters and invoices
- Keep an eye on liquidity and upcoming payments
Especially when letters from the bank, tax office, register court and chambers arrive at the same time, clear responsibilities and complete records help you keep track of deadlines and proof.
Official mail and payment requests
Once the company is entered in the commercial register, various letters often arrive. Some of them are official mail, for example from the tax office or a chamber. But many founders also receive commercial offers or letters designed to look like an official invoice.
Not every invoice referring to a register is an official claim. Some letters deliberately create this impression even though they are a paid offer, for example for inclusion in a private directory. Therefore check the sender, the reason for payment, the bank details given and the official responsibility for every letter.
If it is unclear whether a claim is justified, it should be checked before payment. Not every commercial letter is inadmissible, but it is often a voluntary paid offer and not an official fee.
Contracts, insurance and other basics
Alongside the formal steps, the first weeks are also about the operational basics. These include, for example, the lease for business premises, business insurance, terms and conditions and other ongoing contracts.
For contracts already concluded, check who has actually become the contracting party. Contracts validly concluded in the name of the company in formation after notarisation are generally continued by the registered company upon registration. If, however, contracts were concluded before notarisation or in the personal name of a founder, a transfer or amendment of the contract may be required.
Depending on the business model, further topics arise, such as mandatory details on the website, data protection, business insurance and, when employing staff, employment contracts and payroll. Which requirements apply depends on the company’s activity and organisation.
More from the series: the notary appointment
Arrange a notary appointment
We are happy to support you in preparing and carrying out your formation with legal certainty. Arrange a notary appointment early to clarify open questions and plan the process in a structured way.
Frequently asked questions about the first weeks after formation
Very little happens fully automatically after notarisation. The notary’s office usually prepares the commercial register application and transmits it once the application has been signed and the requirements for filing are met. Trade registration, tax registration, the transparency register and other business notifications must generally be arranged by the company or its management itself. Individual authorities do exchange data with each other, but this does not automatically replace all notification obligations.
The company in formation can conclude contracts and do business even before entry in the commercial register. In doing so, it must use the suffix “i. G.”. Anyone acting for the company in this phase can be personally liable, which is why larger commitments should be checked carefully in advance.
Trade registration is generally based on the start of the commercial activity and not solely on entry in the commercial register. If business operations begin during the formation phase, registration may be required before entry. The competent authority may require different documents depending on the location.
The tax office issues the tax number after reviewing the electronically submitted tax registration questionnaire. The questionnaire must generally be submitted within one month of opening the business. A fixed processing time cannot be promised.
Yes, GmbHs and UGs must generally report their beneficial owners to the transparency register. Entry in the commercial register does not replace this report. Changes to the reported details must also be updated without undue delay.
The start of the business must generally be reported to the competent accident insurance institution within one week, even without employees. For a business subject to trade registration, the notification obligation is deemed fulfilled if trade registration is completed within this period. Whether the managing directors or shareholders themselves are covered by statutory accident insurance is a separate question.
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What matters most in the first weeks
In the first weeks, the requirements for entry in the commercial register and notifications with deadlines should be dealt with first. After that, bookkeeping, insurance, incoming mail and internal responsibilities can be set up in an orderly way.
The notary’s office supports you with questions about the notarial formation procedure, the commercial register application and later changes requiring notarisation or certification. Tax questions belong to tax advice.
