The limited liability company (GmbH) is the best-known corporate form in Germany. It requires share capital of at least €25,000 and careful planning of the associated legal costs.

Rules for the €25,000 share capital

The law requires share capital of at least €25,000, but to register it is enough to pay in at least half of this – €12,500 – in cash. Each shareholder must pay at least a quarter of the nominal value of their share. The rest can be called in later by a shareholders' resolution, for example as the business grows or needs funds.

Notary costs and court fees

Notary fees are set by law (GNotKG) and depend on the capital and the complexity of the articles of association. For a standard GmbH with €25,000 capital, notary fees are around €600 to €900 before VAT. The court fee for entry in the commercial register is about €150. Register entries are published free of charge on the joint register portal; a separate publication in the Federal Gazette (Bundesanzeiger) is no longer required.

Other start-up costs

Besides the notary, you need to budget for trade registration (around €20 to €60 depending on the municipality), bank account fees, chamber of commerce (IHK) contributions (membership is mandatory, but small new companies often pay little or nothing at first) and setting up bookkeeping with a tax adviser.

The managing director's liability during formation

Until the company is entered in the commercial register, the managing director and the founders are personally liable for obligations entered into in the name of the GmbH i.G. It is therefore advisable to postpone signing leases, hiring staff and buying equipment until the entry has been made, to avoid unlimited personal financial risk.

What to check

  • Have at least €12,500 available for the initial payment.
  • Agree the draft of individual articles of association with the notary or a corporate lawyer.
  • Get bank confirmation of the capital payment before the documents are sent to the court.
  • Do not conclude major deals in the company's name before it is entered in the register.

Example situation

Two partners with 50/50 shares each pay €6,250 into the GmbH i.G.'s account; with proof of the €12,500, the notary submits the application to the registration court the same day.

Next step

To set up a GmbH, you need around €14,000 to €15,000 at the start, including the share capital and all fees.

Official information on this topic

Checklists and examples are organisational recommendations. Requirements depend on the procedure, the city and your situation; check them with the relevant office before you act. Please discuss legal and tax questions with an authorised professional.

This article was prepared with the help of AI. The example illustrates the approach and does not describe a client case.