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GmbH Incorporation

A fast, digital and legally secure start for your business in Germany.
GmbH Incorporation
A fast, digital and legally secure start for your business in Germany.

GmbH Incorporation

The German limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) is the most commonly used corporate form for businesses in Germany. It offers a clear governance framework and shields the shareholders’ private assets from business liabilities. As a civil law notary in Frankfurt am Main, I guide you from the first draft of the articles of association through to registration of your company with the commercial register – efficiently, digitally and reliably, ensuring a smooth GmbH incorporation process in Germany.

For foreign clients: a GmbH is functionally similar to a UK Ltd or a US LLC in terms of limited liability, but it follows German statutory rules, requires notarization and registration with the commercial register and a minimum share capital. Before registration is completed, the company operates in a pre‑incorporation stage referred to in German as “GmbH in Gründung”.

When is a GmbH the right choice?

A GmbH is typically the preferred structure if you:

  • Want to limit liability to the company’s assets.
  • Wish to demonstrate professionalism and credibility to customers, banks and investors.
  • Are starting with several shareholders and need clear rules for cooperation (articles of association).

A holistic perspective

Thanks to our background in international corporate law firms and many years of advising on corporate structures, we not only know the incorporation phase but the entire life cycle of a GmbH – from choosing the right structure through financing rounds and shareholders’ agreements to exit scenarios.

We incorporate this experience into the design of your GmbH: we anticipate typical conflict areas and future developments from the outset and create a robust legal framework.

Where a GmbH is not the optimal solution, we highlight practical alternatives (e.g. KG, GmbH & Co. KG, oHG, GbR or AG) and implement the chosen structure in a legally sound way.

Step by step: The incorporation process

Incorporating a GmbH in Germany involves the following steps:

  • Preparation

    We jointly clarify the key parameters (company name, registered seat, share capital, managing directors). You can use our online incorporation form to provide the necessary details securely.

  • Drafting

    We prepare the draft articles of association and the incorporation deed.

  • Notarization meeting

    The founders sign the incorporation deed, the commercial register application and the initial shareholders’ list, either in our offices in Frankfurt’s Nordend (Holzhausenviertel) or via online video conference using the official online notarization system (where available).

  • Opening the bank account

    With the notarized incorporation documents and shareholders’ list, you open a bank account for the “GmbH in Gründung” (GmbH in formation, i.e. the pre incorporation stage before final registration).

  • Payment of share capital

    You pay in the agreed capital (at least EUR 12,500 in case of the standard EUR 25,000 share capital) and provide us with a bank statement evidencing the payment.

  • Commercial register filing

    Once we have proof of payment, we file the application for registration electronically with the commercial register.

  • Registration

    When the GmbH is registered, limited liability becomes effective and the company may start conducting business in its own name.

FAQ GmbH Incorporation

Online notarial procedure: Incorporation via video conference

We also offer incorporations via the official online notarial procedure. Using a secure video conference system operated by the German Federal Chamber of Notaries, you can incorporate your GmbH conveniently from your office or home – without travelling to our premises. The only requirements are an ID card or passport with eID function and a suitable technical set up.

The in person appointment: What happens during notarization?

In an in person meeting, we explain the incorporation deed and the articles of association clause by clause and discuss the legal implications, in particular regarding liability during the formation phase. You then sign the documents, including the commercial register application.

Avoiding common pitfalls

Standard one‑size‑fits‑all templates rarely meet the needs of real‑world businesses. We provide customized advice tailored to your situation and help you avoid in particular:

  • Vague business objects or missing regulatory approvals: These frequently lead to rejection by the commercial register.
  • Lack of transfer restrictions for shares: This can cause deadlocks or unintended changes in ownership when a shareholder leaves.
  • Unclear representation rules: These may complicate day‑to‑day management and dealings with banks and contractual partners.
Cost of a GmbH incorporation

Notarial fees are governed by the German Act on Court and Notarial Costs (GNotKG) and are identical throughout Germany. Advice and drafting are already included in the statutory notarization fee. For a typical standard incorporation, notarial costs will usually be around EUR 800 (plus court fees and publication costs).

Checklist: Information and documents required

To prepare the incorporation efficiently, please provide the following via our online form:

  • Desired company name (we recommend a prior check with the local chamber of commerce / IHK).
  • Registered seat and business address.
  • Copies of ID documents for all shareholders and managing directors.
  • Amount of share capital and allocation of shares among the shareholders.

Start your incorporation

Launch your business on a solid legal foundation – quickly and securely. Use our online incorporation form to provide your data, or contact us to arrange an appointment. We are happy to welcome you personally in our offices in Frankfurt’s Nordend. Where possible, we can also use the modern online notarization procedure

Start your incorporation
Dr. Andreas Hitzel, LL.M (Cambridge)

Dr. Andreas Hitzel, LL.M. (Cantab.)
Your notary in Frankfurt

Our modern offices in Frankfurt’s Nordend (Holzhausenviertel) provide the right setting for notarizations, including incorporations with several shareholders.

Thanks to our central location in Frankfurt’s Nordend, the notary’s office is well connected, enabling you to implement your projects efficiently – either on site or via the digital procedure.

Contact
ADDRESS
Dr. Andreas Hitzel, LL.M. (Cantab.)
Holzhausenstrasse 19
60322 Frankfurt
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T: +49 (0)69 3008898-0
F: +49 (0)69 3008898-2

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