Company Incorporation Guide
Business registration in Germany from abroad
Applicable country/region: DE - Germany
Published: Updated:
- Written by our advisory team
- Germany rules and requirements
- Checked against official sources
Guide overview
What it takes to register a business, decision by decision
Business registration in Germany turns on one event: the company's entry in the commercial register (Handelsregister). Before it, a GmbH (limited liability company) does not exist as such. A local court (Amtsgericht) keeps the register for the district of its seat. After the entry, the municipality usually needs a notice, and the tax authorities need a registration. Company formation comes down to five decisions for a foreign founder or parent company. The first is whether to form a GmbH or a UG. Next comes who must be identified behind the company, and why. Then comes how founders abroad sign the deed and pay in the capital. Last come the first tax filing and the steps after the entry.
COMPANY TYPES
Capital at the start or capital built from profit
The GmbH or UG choice turns on timing: the GmbH needs more capital to start. The UG is not a separate legal form but a GmbH with capital short of the GmbH minimum, under the UG rules. The price comes later: part of each year's profit goes into a statutory reserve it cannot pay out. Raising the share capital to that minimum lets it move up to the GmbH level. The UG suits a founder testing the market with little at stake, less so a parent company that wants profits out early. Civil law partnerships (GbR), another legal structure, leave the partners personally liable. A branch is not a separate legal entity, so the foreign parent answers for it.
Reading the company types
Rows cover ownership, shareholder and director rules, capital and notes for each company type.
Basic Information
Germany GmbHGermany UGOwnership:
Consolidated Ownership
Ownership:
Consolidated Ownership
Limited Liability:
Positive
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative
Publicly Participates In Capital Market:
Negative
Shareholder / Director / Secretary Requirements
Germany GmbHGermany UGRequirements For Shareholders:
At least one shareholder
Requirements For Shareholders:
At least one
Requirements For Directors:
At least one
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Negative
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Positive
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive
Registered Capital Requirement
Germany GmbHGermany UGMinimum Registered Capital Requirement:
1. Starting from 25,000 euros.
Minimum Registered Capital Requirement:
1. Starting from 1 euro in principle;
2. YCapital suggests a minimum of 100 euros. This will make the company registration, tax number application, and account opening process much smoother.
2. YCapital suggests a minimum of 100 euros. This will make the company registration, tax number application, and account opening process much smoother.
Capital Injection Not Required:
Negative
Capital Injection Not Required:
Negative
Capital Injection Requirement:
1. 50% needs to be paid before the establishment of the company.
Capital Injection Requirement:
The company must put one quarter of each year's net profit, less any loss carried forward, into a statutory reserve until its share capital reaches 25,000 euros; the reserve can only be used to increase capital or cover losses.
REQUIRED DOCUMENTS
Why the owners behind the company are identified
The notary who records the deed must check who stands behind the company, which is why the required documents exist. Under EU anti-money-laundering law, notaries who help form companies are obliged entities. So are company service providers, external accountants, tax advisors and banks. The company has a duty of its own. It must report its beneficial owners to the Transparency Register (Transparenzregister) without undue delay, under the Money Laundering Act's reporting rule. The commercial register entry no longer counts as that report. Both duties reach through any corporate shareholder to the natural persons behind it. A holding structure makes the file longer, while shares held personally keep it short. Picking a UG changes none of it.
Reading the documents
Rows are document types grouped by who provides them; each entry ends with its process and format.
Legal Entity Shareholders's Required Documents
Business Registration in Germany (GmbH)Business Registration in Germany (UG)Power of Attorney:
Power of Attorney (document provided by our company); translation into English or German + notarization in English or German + Apostille.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of attorney (document provided by our company); Needs to be translated into English or German + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
The company's articles of association of the holding company; English or German translation + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
The articles of association of the holding company need to be translated into English or German + notarized in English or German + apostilled.
Process: ApostilleFormat: Scan Copy
Proof of Address:
The legal person of the holding company and shareholders holding more than 25% of the shares: water, electricity, and gas bills or bank statements scans are required as address proof. The documents must clearly indicate the name + address + date of the shareholder/director and should not be older than 1 month; they need to be translated into English or German + notarized in English or German + apostilled.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Proof of address for the legal representative of the holding company and shareholder owning more than 25% of the shares: Scan of water, electricity, or utility bills, or bank statements. The documents must clearly show the name, address, and date of the shareholder/director and should not be older than 1 month. They need to be translated into English or German, notarized in English or German, and apostilled.
Process: ApostilleFormat: Scan Copy
Passport:
The passport of the legal person of the holding company and shareholders holding more than 25% of the shares; English or German translation + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Passport:
The passport of the legal representative of the holding company and shareholders holding 25% or more shares; needs to be translated into English or German + notarized in English or German + apostilled.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The business license of the holding company; needs to be translated into English or German + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The business license of the holding company; it needs to be translated into English or German + notarized in English or German + apostilled.
Process: ApostilleFormat: Scan Copy
Natural Person Shareholders & Directors's Required Documents
Business Registration in Germany (GmbH)Business Registration in Germany (UG)Power of Attorney:
Authorization letter (document provided by our company); translation into English or German + notarization in English or German + Apostille.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Authorization letter (document provided by our company); English or German translation + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Shareholder and director address proof: Scanned copies of water, electricity, and gas bills or bank statements. The documents should clearly indicate the name, address, and date of the shareholder/director, and should not be older than one month. Translation into English or German is required, along with English or German notarization and Apostille.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Proof of shareholder and director addresses: Scanned copies of water, electricity, or gas bills, or bank statements. The documents must clearly indicate the name + address + date of the shareholder/director and should not be more than 1 month old; Translation into English or German + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Passport:
Shareholder and director passport front page scans need to be translated into English or German, certified in English or German, and apostilled.
Process: ApostilleFormat: Scan Copy
Passport:
Shareholder and director passport front page scans need to be translated into English or German, certified in English or German, and then apostilled.
Process: ApostilleFormat: Scan Copy
REQUIREMENTS AND ESTIMATED COST
Signing the notarial deed from outside Germany
Both forms face the same list, which leaves out one required step: the notarial deed. German company law requires notarial form for the articles of association. A founder abroad can sign through online video notarisation. It needs an electronic ID issued in Germany, or notified by another EU or EEA state, at assurance level 'high'. If a founder has none, signing takes place in person before a German notary or a German consular officer. Or a representative signs, with a power of attorney recorded or certified by a notary. The capital due then goes into a bank account for the company in formation. With the bank's proof and the managing directors' declaration, the notary files with the register court.
Reading the requirements
Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.
Base Cost
Business Registration in Germany (GmbH)Business Registration in Germany (UG)Service Fee:
EUR 3,875
Service Fee:
EUR 3,250
Requirements
Business Registration in Germany (GmbH)Business Registration in Germany (UG)Registered Address: Requires a German address
To register a company in Germany, a German address is necessary. If you do not have a German address, you can choose the address hosting service provided by TKEG Expat™ (DE).
To register a company in Germany, a German address is necessary. If you do not have a German address, you can choose the address hosting service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: EUR 1,450 – 5,100
Registered Address: Need a German address
German company registration must have a German address. If you do not have a German address, you can choose the address hosting service provided by TKEG Expat™ (DE).
German company registration must have a German address. If you do not have a German address, you can choose the address hosting service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: EUR 1,450 – 5,100
Estimated Cost
Business Registration in Germany (GmbH)Business Registration in Germany (UG)Estimated Cost:
EUR 3,875 – 8,975
Estimated Cost:
EUR 3,250 – 8,350
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TAX
Which tax filing a new company meets first
VAT usually brings the first filings, since its preliminary returns run during the year. Under the VAT return rules, a new business is not put on monthly returns by default for the tax periods 2021 to 2026. Its expected VAT sets how often it files. The corporation tax and trade tax returns follow the year end. The annual accounts are filed online with the company register (Unternehmensregister). The corporation tax rate is only part of the charge on profit. Trade tax follows a multiplier (Hebesatz) set by each municipality, so two German companies with equal profits can carry different bills. The trade tax allowance for sole traders and partnerships never reaches a GmbH or UG.
Reading the tax data
Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.
Corporate Income Tax (CIT)
General CIT Rate:
Corporate income tax is 15%, plus a 5.5% solidarity surcharge on the corporate income tax, resulting in a combined rate of 15.825%. Trade tax applies separately and generally ranges from 8.75% to 20.3% depending on the municipality. According to legislative changes adopted in 2025, the corporation tax rate is planned to decrease to 14% in 2028, 13% in 2029, 12% in 2030, 11% in 2031, and 10% from 2032 onward, with the solidarity surcharge continuing to apply.
CIT Return Due Date:
July 31st of the year after the tax year (or the last day of February of the second year after the tax year if a professional tax advisor prepares the return).
CIT Payment Due Date:
As stated in the assessment notice.
CIT Estimated Payment Due Date:
Quarterly installment payments are due on the 10th day of March, June, September, and December.
Withholding Tax (WHT)
Resident Withholding Tax (Dividend/Interest/Royalty):
25/25/0
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
25/0/15
Value-Added Tax (VAT)
General VAT Rate:
19
Capital Gain Tax (CGT)
General Capital Gain Tax Rate:
Capital gains are subject to the normal corporate tax rate.
Effective Tax Rate (ETR)
Composite Effective Average Tax Rate:
26.59
Composite Effective Marginal Tax Rate:
11.00
Conclusion
What completes business registration in Germany after the entry
With the entry made, the company exists and its register entries are public. The company usually files a trade notification (Gewerbeanmeldung) with the trade office (Gewerbeamt) as its trade begins. That office passes the data to other bodies, such as the Chamber of Industry and Commerce (IHK). The tax registration does not follow by itself. The company files a questionnaire with the tax office (Finanzamt) through ELSTER, unprompted, within one month of starting business operations. The tax office sends the tax number. The VAT identification number comes from the Federal Central Tax Office (Bundeszentralamt für Steuern, BZSt). File the questionnaire as soon as the company is formed, instead of waiting for the tax office to write.
Jurisdiction Overview
About Germany
Germany is Europe's largest economy and a global leader in machinery, automotive, and chemical exports. With a highly skilled workforce and central EU location, it is a top destination for foreign direct investment.
View Complete InformationFrequently Asked Questions
Registering a German company requires at least one shareholder. This can be a natural person or a company. The German government does not have any requirements or restrictions on the nationality or legal domicile of the shareholders of a German company.
The registration of a German private limited company (GmbH) requires 50% of the registered capital, i.e. a minimum of €12,500. An entrepreneurial company (UG) must pay in its whole share capital, in cash, before the registration is filed.
The German government does not impose any nationality or identity restrictions on foreigners registering a German company and does not require EU residency as a nominee director.
It depends on the jurisdiction. Some jurisdictions, or the banks involved, require each shareholder to pay its contribution from an account in its own name; others regulate only the account that receives the capital and the confirmation that proves the payment; and some have no capital verification at all. Check the rules that apply to the company before paying in any capital.
The company's registered capital belongs to the company, not to its shareholders, so the shareholders cannot simply withdraw it after incorporation. The company may spend it on its business. Returning capital to the shareholders requires a procedure the applicable company law provides, such as a formal capital reduction, and profits can be paid out to them only as a lawful distribution.
The Power of Attorney to the lawyer, plus the registration certificate and articles of association of the holding company, must be notarized and apostilled in English or German. The passport and proof of address of the legal representative of the holding company and of any shareholder holding more than 25% must also be notarized and apostilled in English or German. Where a shareholder is itself a corporate entity, that entity's documents generally require the same treatment.
References
gesetze-im-internet.de · 5aeur-lex.europa.eu · CELEX 32015L0849gesetze-im-internet.de · gwg 2017 20gesetze-im-internet.de · gmbhg 2gesetze-im-internet.de · 16cgesetze-im-internet.de · ustg 1980 18gesetze-im-internet.de · gewstg 11gesetze-im-internet.de · ao 1977 138gesetze-im-internet.de · gewo 14gesetze-im-internet.de · gmbhg 11gesetze-im-internet.de · hgb 9gesetze-im-internet.de · gmbhg 7gesetze-im-internet.de · gmbhg 8gesetze-im-internet.de · gwg 2017 3gesetze-im-internet.de · bgb 721gesetze-im-internet.de · hgb 325gesetze-im-internet.de · 27agesetze-im-internet.de · gewo 6online.notar.de · forming of a companyelster.de · unternehmensgruendungbzst.de · vergabe ust idnr nodeihk.de · errichtung einer selbststaendigen zweigniederlassung 3555898gesetze-im-internet.de · famfg 376gesetze-im-internet.de · gwg 2017 59gesetze-im-internet.de · konsg 10gesetze-im-internet.de · ao 1977 149gesetze-im-internet.de · gewstg 16
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