Chain Formation: Several Companies in One Notary Appointment
Anyone who wants to build a holding structure can form both companies in one notary appointment. We show how the process works, which documents you need and what then has to be done separately for each company.
Table of contents
At a glance
Anyone who wants to form a holding with an operating subsidiary or several sister companies can do so in a single notary appointment. This saves time and coordination effort: the companies are notarised one after the other but remain legally independent.
Important to know:
- Each company receives its own articles of association and its own application to the commercial register
- Managing directors must appear in person; shareholders can be represented with a notarised power of attorney
- After the appointment, each company needs its own account, its own payment of share capital and its own notifications
What is a chain formation?
In a chain formation, several companies that build on each other or are connected with each other are formed in one notary appointment.
The typical example: you first form a holding UG or holding GmbH. This holding then immediately becomes a shareholder of a second, operating company. Both formations are combined in one notarisation procedure.
Also possible: forming two or more sister companies in parallel, for example if different business areas are to be separated from the start.
One appointment or two?
There are two ways to set up a holding structure:
Option A: One notary appointment (chain formation)
The holding and the operating company are notarised at the same appointment. The holding then initially exists as a “GmbH in formation (i. G.)”, but already has full legal capacity and can act as shareholder of the subsidiary.
Advantage: faster, fewer appointments, everything in one go.
Option B: Two separate notary appointments
First the holding is formed and entered in the commercial register. A second notary appointment then follows for the operating company.
Advantage: the holding is already fully registered when the subsidiary is formed. Disadvantage: it takes 6–8 weeks in total.
For most founders, option A is the more practical solution, but talk to your notary in advance about which option suits your situation.
What is possible in one appointment
| Possible in one appointment | Not possible |
|---|---|
| Form a holding and an operating GmbH/UG | Have managing directors represented (personal attendance required) |
| Form several sister companies | Pay in share capital “in bulk” for all companies |
| Notarise coordinated articles of association | One commercial register application for several companies |
| Have shareholders represented by notarised power of attorney | Combine notifications and accounts |
How a chain formation works
1) Clarify the structure in advance
Before you arrange the notary appointment, the following questions should be answered:
- Which companies are to be formed?
- How are they connected (holding and subsidiary, or sister companies)?
- Who will be shareholder and managing director of each company?
- How much is the share capital per company?
Tip: Discuss the structure with your tax adviser in advance. A holding can have tax advantages, but the structure must make economic sense.
2) Prepare the notary appointment
Tell the notary early on that you want to form several companies in one appointment. This allows the contracts to be prepared in a coordinated way.
Documents you need for each company:
- Company name and registered office
- Company purpose
- Share capital and shareholding ratios
- Details of the managing directors
- Identity documents of everyone involved
- Where applicable, notarised powers of attorney for shareholders who do not attend in person
3) Notarisation
At the appointment, the articles of association are read out and signed one after the other. A separate commercial register application is prepared for each company.
For a holding structure: the holding is formed first and then acts as shareholder of the operating company, all at the same appointment.
4) After the appointment: handle each company separately
After notarisation, a separate process runs for each company:
- Open a business account
- Pay in the share capital and send proof to the notary
- Wait for entry in the commercial register
- Trade registration
- Tax registration with the tax office
- Report to the transparency register
This applies to each company separately, even if they were formed on the same day.
Share capital: the 12,500 euro trick for GmbH holdings
A common misconception: for a holding structure with two GmbHs, you need 2 × 25,000 euros = 50,000 euros of share capital.
That is not correct. In fact, around 12,500 euros is enough for both companies:
How it works:
- You form the holding GmbH with a share capital of 25,000 euros but only pay in the minimum contribution of 12,500 euros (this is permitted for a GmbH, Section 7 (2) GmbHG).
- The holding GmbH then forms the operating subsidiary GmbH and “passes on” the paid-in capital as its share capital contribution.
- For the subsidiary, too, paying in half, i.e. 12,500 euros, is sufficient.
The result: with around 12,500 euros (plus formation costs), you can form both companies.
Important: This trick does not work for UGs, where the share capital must always be paid in full.
Costs of a chain formation
Notary fees are based on the business value of each individual company. Several formations in one appointment save coordination effort, but not the fees, which are charged per company.
| Company | Typical notary costs (guide value) |
|---|---|
| UG with model protocol | approx. 300–500 euros |
| GmbH with model protocol | approx. 400–600 euros |
| GmbH with individual articles of association | approx. 600–1,000 euros |
In addition, for each company: commercial register fees (approx. 150 euros), trade registration (approx. 20–60 euros), transparency register and, where applicable, tax advice.
Realistic total costs for a holding and an operating GmbH:
| Item | Amount |
|---|---|
| Share capital (with the 12,500 euro trick) | approx. 12,500 euros |
| Notary costs (both companies) | approx. 1,000–1,500 euros |
| Commercial register (2×) | approx. 300 euros |
| Trade registration, transparency register etc. | approx. 200–400 euros |
| Total | approx. 14,000–15,000 euros |
So do not plan the share capital too tightly: the formation costs have to be covered in addition.
Timeframe: how long does it take?
The time after the notary appointment depends mainly on how quickly you can open the business accounts and pay in the share capital. In Berlin, opening an account with traditional banks can take several weeks; online banks such as Qonto* are often faster.
| Option | Duration |
|---|---|
| One notary appointment (chain formation) | approx. 3–5 weeks until both companies are registered |
| Two separate notary appointments | approx. 6–8 weeks |
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Typical mistakes and how to avoid them
- Structure not thought through: a holding sounds good, but without an economic reason the tax office may treat the structure as an abuse of legal arrangements. Talk to your tax adviser beforehand.
- Incomplete documents: with several companies, the paperwork multiplies. Create a checklist per company.
- Accounts and payments mixed: each company needs its own account and its own clearly attributable payment of share capital.
- Share capital calculated too tightly: the formation costs (notary, register, tax adviser) come on top of the share capital. Plan in a buffer.
- Notifications forgotten: transparency register, tax office, trade office, everything must be done separately for each company.
- Timetable too optimistic: even with a joint notary appointment, it takes several weeks until both companies are fully registered.
More from the series: special topics
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Frequently asked questions about chain formation
Yes. This is a common way to build a holding structure. The holding is formed first and then acts as shareholder of the operating company at the same appointment, even though at that point it still trades as a “GmbH in formation”.
No. With the so-called 12,500 euro trick, you can form both GmbHs with a payment of approx. 12,500 euros. The holding “passes on” the capital to the subsidiary. You should also budget approx. 2,000–3,000 euros for formation costs.
Only to a limited extent. The fees are charged per company. However, you save time and coordination effort because everything happens in one appointment.
Yes. Managing directors cannot be represented at the notary appointment. Shareholders, on the other hand, can be represented with a notarised power of attorney.
Yes. Share capital must be paid in separately and traceably for each company. Never mix the accounts or payments.
With a joint notary appointment, expect approx. 3–5 weeks until both companies are registered. With two separate appointments, it is more like 6–8 weeks.
If you want to build a holding structure from the start or want to separate several business areas legally. The structure should make economic sense, not only for tax reasons.
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“Mr Franke and his team are extremely friendly and competent, and processing is very fast and reliable.”
Your notary in Berlin-Charlottenburg for chain formations and holding structures
A chain formation saves time and bundles the notary appointment, but not the effort afterwards. Each company remains independent: its own account, its own payment, its own notifications.
Are you planning a holding structure or several companies? Feel free to get in touch for individual advice.
