Does the name of the company require approval by the Registry or other authorities?
No, but a review on whether the chosen name is restricted by legal requirements or trademark rights of third Parties required. The name will always have to use the suffix “GmbH”. We generally double-check with the chamber of industry and commerce whether the name can be used.
How many prospective names will you require?
Are there any restrictions or limitations on words that can be used in company names?
Words that are registered by third parties’ as trademarks cannot be used. Further, words of common use might entail difficulties; there must be some potential for the entity to be differentiated from others.
Does the company need to provide a registered address?
Yes, it has to have a domestic business address. This can also be a c/o address.
Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)
It must be in-country; a PO box is not permissible.
If the client has no physical location incountry, can they use your address for the purposes of registration?
We do not offer our business address for purposes of registration. However, we can liaise with a tax law firm in Frankfurt, which is offering such services.
How many Directors are required?
Are any other officers required (i.e. Secretary)?
What personal details will you need for each officer?
Plus, ideally copy of ID card, driving license or Passport), representation powers (e.g. sole or jointly; released from the restrictions of selfdealing).
Is there a requirement for any in country resident directors?
No. It is not mandatory to appoint an in country resident director. However, from a tax law perspective, if the company has no MD’s residing in Germany, it would be required that MD decisions are physically taken in Germany. This should be properly documented, as otherwise taxation of taking residence abroad could be triggered (approx. 30% of company value). This should be checked by the tax advisors.
Do you need proof of address or Identity for officers? If YES, in what format?
Copy of ID card or passport showing the details outlined above. As the MD will also need to be authorised to handle the company’s bank account, such copy must be notarized and apostilled (or other form of legalisation if applicable).
How many shareholders are required?
Are there any restrictions on who can be a shareholder?
Minors can only be shareholders if their legal representatives (parents) act on their behalf. Depending on the business to be performed by the company, a foreign shareholder needs to be permitted by the German Ministry of Economics, if the foreign shareholder acquires 25% or more of the share capital / voting rights (e.g. if the company is active in the defence industry).
What information will you require about shareholder?
Will you require proof of address or ID from the shareholders?
Ideally a copy of ID card or passport or an excerpt from the equivalent of the commercial register (each to be notarised and apostilled, or other form of legalisation, if applicable).
Will the company need to specify a maximum number of shares that can be issued?
No, but the minimum share capital must be EUR 25,000 and the number of shares must be specified.
Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.
No, however, notarial costs and costs for the commercial register will be incurred (amount depends on the nominal value of the registered capital.)
Do you require any further information about the company or its officers?
1 step: Foundation
Please note: Depending on the registered seat of the shareholders, the place of the notarisations or the residence of the new managing directors we require further documents like notarized and apostilled power of attorneys, secretary certificates or extracts from the Commercial Register.
How long will it take to complete incorporation?
On receipt of all documents and information from the client, drafting and executing the foundation deed will only take a few days
The company’s bank account must be opened (each bank has its own “knowyour-customer” requirements) and the share capital must be transferred
The new MD(s) can sign and file the application to the Register Court. The times required for the opening of the bank account and the registration cannot be estimated.
If the client requires a new GmbH on short notice a shelf-company should be acquired instead of establishing a new entity (the overall costs would be same).
Is there any way to expedite the incorporation for an extra fee?
Fees for Incorporation
Fees depend on the number of MDs to be appointed, the number of shareholders, the extent of foreign companies/persons involved and the extent the AoAs need to be tailored to custom.