How Long Does Company Formation Take? The Process with a Notary Appointment
From the first preparations to the registration of a GmbH or UG, a few days or several weeks may pass. How long the formation takes depends above all on the legal form, the documents, the opening of the bank account and the processing by the register court.
It is also important to distinguish between the notary appointment, the entry in the commercial register and the actual start of business operations.
Table of contents
At a glance
- How long a formation takes depends on the legal form, preparation and processing by the authorities.
- For a GmbH or UG, the notary appointment is followed in particular by opening the bank account, paying in the capital and registration in the commercial register.
- Complete documents and decisions taken early can reduce queries and delays.
- The company only comes into existence as a GmbH or UG upon registration in the commercial register.
- The company can already act before registration, but this involves particular liability risks.
- A simple cash formation can often be completed within a few weeks; complex constellations usually take longer.
- Trade registration, tax registration and required permits can take additional time.
Preparation before the notary appointment
A considerable part of the formation time can arise before the notary appointment. Careful preparation can reduce later queries and changes.
Typically, this concerns in particular:
- determining the legal form and company structure
- the company name and company purpose
- the amount and distribution of the shares
- the desired representation rules for the management
- the decision between articles of association and model protocol
- the complete compilation of the required details and documents
If the company name, company purpose, shareholdings or representation rules are still open, the draft may have to be amended several times. If these points are settled early, the risk of the appointment or the later filing being delayed decreases.
The company name and a company purpose worded too vaguely can trigger queries from the register court. A preliminary check by the competent Chamber of Industry and Commerce (IHK) can provide guidance, but the final examination is carried out by the register court.
The notary appointment as a milestone
At this appointment, the prepared declarations are read out, explained and notarised. For many, this is the moment when the formation becomes tangible.
Around one to two hours are usually scheduled for the notarisation. In a simple and fully prepared standard formation, the actual appointment can be shorter. Several parties, individual provisions, representation or additional need for clarification can extend the duration.
A swift process is achieved above all when:
- the required parties attend the notarisation on site or in the permissible notarial online procedure, or are validly represented
- the draft deed has been coordinated in advance
- the key entrepreneurial decisions have been taken and the draft could be reviewed in advance
Good preparation reduces longer interruptions and last-minute changes at the appointment. Open legal questions can also be discussed during the notarisation itself.
Those who read the draft deed calmly before the appointment and raise uncertainties in advance go into the notarisation more relaxed and reduce the risk of last-minute changes or documents needed afterwards.
Steps after the notary appointment
The formation is not complete with the notarisation. This surprises many founders who feel they are already finished after the appointment. In fact, further steps follow that are decisive for the time until the company becomes legally effective.
These include above all:
- opening the business account and paying in the contributions required for the commercial register filing
- the publicly certified commercial register application by the management and its electronic submission by the notary’s office
- the entry in the commercial register by the register court
- depending on the activity, trade registration, tax registration and required permits or chamber registrations, as well as, after registration, notification of the beneficial owners to the transparency register
For a GmbH formed with cash contributions, at least a quarter of each share and in total at least EUR 12,500 must generally be paid in before the application. For a UG, the agreed share capital must be paid in full; contributions in kind are excluded at its formation.
The commercial register application is often prepared and signed at or shortly after the notarisation appointment. It may only be submitted once the contributions required by law have been made. The management confirms this in the application. Which additional notification or proof must be provided to the notary’s office for this depends on the specific case and the procedures of the notary’s office. If the opening of the account or the payment is delayed, the submission to the register court may therefore also be postponed.
The company only comes into existence as a GmbH or UG upon its registration in the commercial register. Between notarisation and registration, the company exists as a GmbH or UG in formation. It can already take part in legal transactions. However, anyone acting on its behalf before registration may be personally and jointly liable. Anyone wishing to conclude contracts or incur costs in this phase should consider the liability consequences in advance.
The steps for trade registration, tax registration or required permits are not all prerequisites for the GmbH or UG to come into existence. For actual business operations, however, they can be decisive. Registration in the commercial register does not replace trade registration.
Factors influencing the duration of the formation
Why does it take a few weeks for some and longer for others? For a GmbH or UG, the actual time until registration in the commercial register depends on several factors. Some can be influenced well, others are beyond your control.
The following in particular speed things up:
- complete and error-free documents
- early coordination with the notary’s office
- a suitable model protocol for a simple standard formation
- swift opening of the account and quick responses to queries from the bank, notary’s office or register court
The model protocol can reduce the need for coordination, but should not be used purely for reasons of time if individual provisions are needed.
Delays frequently arise from:
- queries about the admissibility of the company name or the wording of the company purpose
- missing details, capital confirmations, powers of attorney or additions requested by the register court
- a formation with contributions in kind for a GmbH, which may require additional stipulations and proof
- longer checks when opening the account, particularly with complex ownership structures or foreign participants
- a high workload at notary’s offices or register courts
For a UG, contributions in kind are excluded at formation.
Typical formation times at a glance
The following overview shows non-binding empirical values. For the GmbH and UG, the overall classification refers to the period until registration in the commercial register, not to the tax number, trade registration or further permits. How long it takes in the individual case depends more on the specific formation than on the label UG or GmbH alone.
| Legal form | Preparation & notary appointment | Register / authority phase | Total duration (typical) |
|---|---|---|---|
| Sole proprietorship / small business (without commercial register) | a few days | trade registration often immediate | immediately to approx. 1 to 2 weeks |
| UG (haftungsbeschränkt) | approx. 1 to 2 weeks | commercial register entry approx. 2 to 4 weeks | approx. 3 to 6 weeks |
| GmbH | approx. 1 to 2 weeks | commercial register entry approx. 2 to 6 weeks | approx. 4 to 8 weeks |
All figures are non-binding empirical and guide values. Deviations are possible depending on preparation and the workload of the notary’s office and the register court.
Next step: the notary appointment
Once the company name, the parties, the management and the basic structure are settled, the notary’s office can prepare the legal implementation and explain the next steps up to registration in the commercial register. We are happy to accompany you in the notarial formation of your GmbH or UG.
More from the series: the notary appointment
Arrange a notary appointment
Book an appointment and clarify your questions directly with the notary, often within a few working days.
Frequently asked questions about how long company formation takes
For a sole trade not requiring a permit, the activity can often be started at short notice. For a simple, well-prepared GmbH or UG formation, several weeks should often be allowed until registration in the commercial register, as a rule of thumb around two to six weeks. Individual provisions, the opening of the account, queries or special proof can extend the period.
Around one to two hours are usually scheduled for the notarisation. In a simple standard formation, the appointment can be shorter, while individual provisions or additional need for clarification may require more time.
There is no fixed nationwide processing period. With complete and unobjected documents, registration can take place within a few days to a few weeks. Queries, missing proof or a high workload at the competent register court can extend processing.
After notarisation, the company initially exists as a GmbH or UG in formation. It can already conclude contracts and act commercially. Before registration in the commercial register, however, the same limitation of liability as after registration does not yet apply; in particular, persons acting on behalf of the company may be personally liable. Required official permits must be in place regardless.
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Build your company on a clear foundation
The timeline of a company formation is largely determined by preparation, legal form and official processing times. A realistic assessment of the individual steps helps to put deadlines into perspective and to schedule the notary appointment sensibly within the overall process.
We support you in structuring the timeline of your formation, clarify the individual procedural steps and accompany you in implementing the process with legal certainty and predictability.
