Checklist for establishing a limited company in Germany

1. Determining the necessary details

They include the following:

  • Name of the company
  • Purpose of the company
  • Domicile
  • Partners in the company
  • Ownership structure (amount, raising and distribution of the share capital)
  • Board of management

We recommend that you discuss your plan to establish a limited liability company with a tax advisor, who will provide you with valuable information on its viability, the tax implications and any relevant social insurance legislation. Next, you need to determine the articles of association, for which the help of a notary public is advisable. However, it may be a good idea to have the actual articles drawn up by a lawyer, especially if there are any special circumstances.

2. Checking the company name with a chamber of industry and commerce

It is a good idea to check the company name with a chamber of industry and commerce in Schleswig-Holstein. For this they will also need details of the purpose of the company and the partners. During the registration procedure the chamber of industry and commerce may be required by the court to deliver an official statement on your request. Hence, it is useful to have dealt with any possible concerns about the company name beforehand. In addition, you can also check whether an official permit is required for the purpose of the company.

3. Notariel dokumentation

A notary public has to certify the articles of association for a limited liability company in Germany.

4. Payment of the share capital

Only after notarisation process is a so-called limited company in incorporation (GmbH i.Gr.) created, for which you can open a bank account. The share capital has to be paid into this account. This is the customary means of proving that the share capital is available to the limited liability company, which is a prerequisite for its registration. The deposit slip should be sent to the notary public.

5. Registration of the company by the notary public

The notary public verifies the signatures of all the partners in the company and prepares the necessary registration forms, which he emails to the Registry Court. The registration procedure normally takes a week in non-problematic cases. Once registration has been completed, the company officially comes into existence and the founding partners receive an excerpt of the Commercial Register entry.

6. Registering a business

The new company has to be registered with the respective trade office. This is when any necessary permits, licences or authorisations have to be presented.

7. Registering with a tax authority

The trade office will inform the relevant tax authority via the official channels. However, you may like to register with the tax authority yourself to speed up the process. Once the relevant tax forms have been filled out, your company will receive its tax number, which is required when writing invoices, for example.

This checklist is merely intended to provide you with some initial information. We will be glad to help with the actual establishment process.

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