A UG (haftungsbeschränkt) lets you start a limited liability company without the €25,000 initial capital. It is a full corporation, and all the formal registration steps must be followed carefully.

Decide on the founders and starting capital

The statutory minimum share capital is one euro, but in practice €500 to €1,000 is advisable. This money is needed to pay the first invoices from the notary and the court fees for the commercial register. If the starting amount does not cover the registration costs, the company risks having insufficient capital before it even starts trading. A UG's capital must be paid in full and in cash only, and the UG must set aside 25% of its annual profit as a reserve until capital and reserve together reach €25,000.

Notarisation and the standard protocol (Musterprotokoll)

In simple cases with up to three founders and one managing director, the standard protocol (Musterprotokoll) can be used. It combines the articles of association, the list of shareholders and the appointment of the managing director (Geschäftsführer) in one document. After notarisation, the company exists as a “UG in formation” (UG i.G.) and can open a business bank account.

Opening the business account and paying in the capital

The managing director goes to the chosen bank with the notarised founding documents. The founders transfer the agreed share capital from their personal accounts with the reference “Stammeinlage”. The managing director sends the bank statement to the notary as proof of payment.

Entry in the commercial register and tax number

The notary submits the application electronically to the local court (Amtsgericht), which enters the company under an HRB number. From registration, limited liability takes effect. The managing director then registers the trade with the Gewerbeamt and submits the tax registration questionnaire (Fragebogen zur steuerlichen Erfassung) through ELSTER to obtain a tax number.

What to check

  • Have valid passports and the founders' address registrations ready.
  • Agree on a distinctive company name with the mandatory suffix “UG (haftungsbeschränkt)”.
  • Pay in the share capital by bank transfer from each founder's own account.
  • Submit the tax questionnaire as soon as you receive the commercial register extract.

Example situation

With share capital of €1,000, two founders each pay in €500 and then pay the notary's €320 invoice directly from the UG i.G.'s business account.

Next step

Registering a UG usually takes three to six weeks; budget around €400 to €600 for 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.