Setting up a GmbH — the process at the notary

No – this is the most stubborn misconception on this topic. The Stammkapital (share capital) is €25,000, but for registration with the commercial register § 7 Abs. 2 GmbHG only requires “a quarter of the nominal value” to be paid in on each share and, in total, at least “half of the minimum share capital” to be reached – that is, €12,500. The flip side matters: the rest is not waived, but remains an outstanding capital contribution debt, which can be called in later, particularly in insolvency.

The Bundesnotarkammer gives two examples: a UG formation with a model protocol at around €105 and a multi-shareholder GmbH with €25,000 share capital at around €630 in notary fees. The fees of the commercial register are added to this. Notary fees are fixed by law and identical at every notary – a price comparison is not worthwhile, but a look at appointment availability and experience with your particular situation is.

The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with lower capital and special rules under § 5a GmbHG. For it: the capital may be chosen freely from one euro, but must be paid in in full; “contributions in kind are excluded”; and a quarter of the net profit must be set aside as a reserve until €25,000 is reached. The UG suits a start with little capital. Against it speak the lower standing with banks and partners and the obligation to build up reserves, which ties up a quarter of the profit.

Only from the entry in the commercial register – and this is the most expensive mistake of the formation phase. Between the notarial recording and the entry, the Vor-GmbH (company in formation) exists. Anyone who concludes business in the company's name during this period is liable as the person acting personally and without limit. Do not conclude larger contracts during this phase, therefore, or make them expressly conditional on the date of entry. The entry takes, depending on the court of registration, a few days to several weeks.

A form prescribed by law that combines the articles of association, the appointment of the managing director and the list of shareholders in one document. It is considerably cheaper and intended for simple cases: at most three shareholders, one managing director, no provisions deviating from the law. As soon as you need a restriction on the transfer of shares, succession clauses, special majorities or a deviating distribution of profits, it is not enough. A later change is possible, but requires an amendment to the articles of association that again needs a notarial recording.

With the GmbH, yes, with increased effort: a formation report for non-cash contributions is needed, and the court of registration examines the valuation more closely, which delays the entry. With the UG (haftungsbeschränkt), however, not – § 5a GmbHG expressly provides: “contributions in kind are excluded.” Anyone who wants to contribute machinery, vehicles or software must therefore choose the GmbH or sell the items to the company later.

The notarial recording itself takes a good hour. After that, two factors determine the timetable: opening the account at the bank, which can take a surprisingly long time depending on the institution, and the processing time of the court of registration, which varies considerably by region – from a few days to several weeks. Plan for weeks rather than days overall, and avoid tying business commitments to a particular date of entry.

Then the articles of association must be amended and recorded again – with new notary and register costs. This is exactly why the free preliminary check at the IHK is worthwhile: it checks whether the desired name is distinctive and not liable to be confused with existing companies. This one phone call before the notary appointment is the best cost-benefit trade in the whole formation.