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How to register a company in Germany

Germany gives a non-resident two flavours of the same limited-liability company: the full GmbH, which needs EUR 25,000 of share capital (at least EUR 12,500 paid in before it can be registered), and the UG (haftungsbeschraenkt) — the 'Mini-GmbH' — which can start from EUR 1 but must lock away 25% of annual profit as a reserve until it reaches EUR 25,000. Both are owned and run identically, and there is no nationality or residency requirement on shareholders or on the managing director (Geschaeftsfuehrer), so one foreign individual can hold 100% of the shares and be the sole director. What makes Germany unlike the UK or a U.S. LLC is that incorporation is not a self-service online form: a German notary (Notar) is legally mandatory. The notary authenticates the deed of formation, certifies the shareholder list, and is the party that actually files your company with the Handelsregister (the commercial register maintained by the local court). Since August 2022 a non-resident can do this entirely by video through the Federal Chamber of Notaries' online platform, or by signing an apostilled power of attorney so a German representative attends the notary for you. The unavoidable choke point is sequencing: you must open a German bank account and deposit the capital BEFORE the company can be entered in the register — and that bank step is exactly where foreign founders get stuck.

Germany overview How we research
Country
Germany
Topic
How to register
Reviewed
June 2026

By the Lanzamo Editorial Team · Reviewed June 2026 · How we research

  1. 1

    Choose GmbH or UG and check the company name

    Decide between the GmbH (EUR 25,000 capital, top credibility) and the UG (from EUR 1, but with the mandatory 25% profit reserve). Pick a name ending in 'GmbH' or 'UG (haftungsbeschraenkt)' and clear it informally with the local Chamber of Commerce (IHK), which screens names for distinctiveness and conflicts before the notary and register will accept them.

  2. 2

    Secure a German registered business address

    The company must have a German business address (Geschaeftsadresse) that serves as its registered seat and the place where the tax office and register reach it. A non-resident typically buys an address service or uses an advisor's office; a pure mailbox is not enough — the address must be where the company's administration can genuinely be contacted.

  3. 3

    Draft the deed: Musterprotokoll or custom articles

    For a simple setup — up to three shareholders and a single managing director — you can use the Musterprotokoll, a standardised template that bundles the articles, the shareholder list and the director appointment into one cheaper, faster deed (its clauses cannot be altered). Anything more complex (multiple share classes, investor terms, special voting) needs custom articles of association (Gesellschaftsvertrag), which the notary drafts or reviews.

  4. 4

    Appoint the managing director(s) and identify the owners

    A GmbH/UG needs at least one Geschaeftsfuehrer — a natural person of any nationality or residence, who need not live in Germany. You also prepare the shareholder list (Gesellschafterliste); any beneficial owner holding more than 25% must be reported to the Transparency Register (Transparenzregister). As a 100% foreign owner you will be your own sole shareholder and beneficial owner.

  5. 5

    Notarise the formation (in person, by PoA, or by video)

    The notary authenticates the deed. A non-resident has three routes: travel to Germany and sign in person; sign an apostilled, certified-translated power of attorney so a German representative signs for you; or use the official online video-notarization platform (live since August 2022) for straightforward GmbH/UG formations. Non-German documents (passport copies, PoAs) generally need an apostille and a certified German translation.

  6. 6

    Open a German bank account and deposit the capital

    Before the company can be registered, you must open a business account for the 'GmbH i.G.' (in formation) and deposit the share capital into it — at least EUR 12,500 for a GmbH, or the full nominal amount for a UG. The notary needs proof of this deposit (a bank confirmation) to proceed. This is the single hardest step for non-residents, because German banks are reluctant to onboard a foreign-run company with no local footprint.

  7. 7

    File with the Handelsregister via the notary

    With the notarised deed and the bank's proof of capital in hand, the notary electronically files the registration with the Handelsregister at the competent local court (Amtsgericht). The court reviews the documents and, once satisfied, enters the company — at which point your GmbH/UG legally comes into existence and limited liability begins.

  8. 8

    Pay the court and publication fees

    Register entry costs are modest — roughly EUR 150 for the court entry plus around EUR 30-50 for the statutory publication of the registration. These are small next to the notary's fee, which is the real cost of German incorporation (from ~EUR 350 with the Musterprotokoll to ~EUR 800-1,500 for a custom GmbH deed).

Realistic timeline: For a non-resident, plan 3-6 weeks end to end. The notary appointment itself can happen within days (faster by video), but the long poles are the bank account and capital deposit — which can take one to several weeks for a foreign-run company — and the Handelsregister review (often 1-3 weeks at the local court). Tax registration and the Steuernummer follow afterwards and can add another 1-4 weeks before you can invoice cleanly. Documents that need an apostille and certified German translation add their own lead time, so start those early.

Right after you incorporate

Register for tax and obtain a Steuernummer

After registration the company files the tax registration questionnaire (Fragebogen zur steuerlichen Erfassung) with the local tax office (Finanzamt) via the ELSTER portal. The Finanzamt issues the company's tax number (Steuernummer), which you need to invoice and file returns. This also covers corporation tax and trade tax registration.

Apply for the VAT ID (USt-IdNr) where needed

If you make taxable supplies, trade cross-border within the EU, or want to issue/receive reverse-charge invoices, apply for a VAT identification number (USt-IdNr) — issued by the Federal Central Tax Office (BZSt) in the DE + 9-digit format. The standard VAT rate is 19% (7% reduced); EU B2C distance sellers can use the One-Stop-Shop (OSS) above the EUR 10,000 threshold instead of registering in each country.

Notify the trade office (Gewerbeanmeldung)

Most GmbHs and UGs carrying on a commercial trade must register the business with the local trade office (Gewerbeamt) via a Gewerbeanmeldung shortly after incorporation. This triggers the municipal trade tax (Gewerbesteuer) registration and, for some activities, sector permits — a step purely commercial software/consulting businesses sometimes still need.

Convert the i.G. account and set up ongoing banking

Once the company is registered, upload the Handelsregister extract to convert the 'GmbH i.G.' account into a full operating account, or open a fintech account (Qonto, Finom) for day-to-day operations and payments. Keep at least one usable account that can receive revenue and pay your tax adviser and the Finanzamt.

Engage a Steuerberater and start statutory bookkeeping

German GmbHs/UGs must keep double-entry books, file monthly or quarterly VAT advance returns, and publish annual financial statements in the Bundesanzeiger. A German tax adviser (Steuerberater) is effectively mandatory for a non-resident — they handle the corporate, trade and VAT returns and the e-balance-sheet (E-Bilanz) filing. Set this up before you start trading.

Frequently asked questions

Can a non-resident own and run a German GmbH without living in Germany?

Yes. There is no nationality or residency requirement on shareholders or on the managing director, so one foreign person can hold 100% of a GmbH or UG and be its sole Geschaeftsfuehrer from abroad. You still need a German registered business address and, in practice, a local tax adviser and a workable bank account.

Do I have to fly to Germany to incorporate?

Not necessarily. Since August 2022 straightforward GmbH/UG formations can be notarised by video through the Federal Chamber of Notaries' official online platform. Alternatively you can sign an apostilled, certified-translated power of attorney and have a German representative attend the notary for you. A notary is mandatory either way — Germany has no fully self-service online incorporation like the UK.

What is the difference between a GmbH and a UG for a foreign founder?

Both give full limited liability and are formed and run identically. The GmbH needs EUR 25,000 of capital (at least EUR 12,500 paid in before registration) and carries top-tier credibility; the UG (haftungsbeschraenkt) can start from as little as EUR 1 but must retain 25% of each year's profit as a reserve until it accumulates EUR 25,000, at which point it can convert to a GmbH. Many non-residents start as a UG to avoid the cash lock-up.

Why is the bank account part of the incorporation, not after it?

Because a GmbH/UG cannot be registered until its share capital has actually been deposited. You open an account for the 'company in formation' (i.G.), pay in at least EUR 12,500 (GmbH) or the UG's nominal capital, and the notary uses the bank's confirmation to file with the Handelsregister. That sequencing is exactly why a reluctant bank can stall the whole formation for a non-resident.

Sources

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