Company formation in Germany follows a structured sequence that transforms a private agreement between founders into a publicly registered legal person. Although each legal form has its own technical requirements, the general path is similar for the main corporate types such as the GmbH, UG and AG: a founding resolution, notarisation, a capital payment, the filing to the register court, and finally the public entry and subsequent publication. This page gives an editorial overview of the process and the actors involved.
Founding resolution and preparation
Formation begins with the founders agreeing on the key parameters of the new entity: legal form, company name, registered seat, object of the company, capital contributions and the identity of the managing organs. For a GmbH, these decisions are recorded in the Gesellschaftsvertrag; for an AG, in the Satzung. Where shareholders use a standard template for simple single-member or small GmbH formations, the Musterprotokoll provides a simplified route with a pre-defined structure.
At this stage the founders typically collect the supporting material they will need later: identification documents, proof of address, information on beneficial ownership, and any consents required for the appointment of directors.
Notarisation
The articles of association of a GmbH, UG or AG must be notarised. The notary reads the document aloud to the founders, confirms their identity and capacity, and records the deed. In the same appointment, the managing directors are often appointed and the list of shareholders is prepared. The notary is not an adviser to one side of the transaction; the role is to ensure that the act meets statutory form requirements and that the filing that follows is legally sound.
Partnerships such as the OHG and KG do not require notarisation of the partnership agreement itself, although notarisation may still be needed for individual acts. e.K. registrations also proceed without a notarised constitutional document, but the filing to the register court still passes through a notary.
Bank account and capital
For a GmbH, the minimum share capital is EUR 25,000, of which at least one quarter of each share and a minimum total of EUR 12,500 must be paid in before the application to the register is filed. The UG (haftungsbeschränkt) can be formed with a share capital as low as EUR 1 but is subject to a statutory reserve obligation until it reaches the level of a GmbH. The founders open a business bank account in the name of the company in formation (in Gruendung, i.G.) and make the required contribution. The confirmation of the deposit is attached to the application submitted by the notary.
In short: the notary and the bank operate in parallel. The company exists internally once the notarial deed is signed, but it only becomes a legal person once the register court enters it.
Filing to the register court
The notary submits the application to the commercial register electronically. The competent court is the Amtsgericht that keeps the commercial register for the district of the company's seat. The court reviews the application for formal completeness: the articles, the list of shareholders, the declarations of the managing directors, the confirmation of capital payment, and any other required attachments.
Where the court identifies missing items or formal defects, it issues an interim notice asking for corrections. Once the application is in order, the court enters the company in the register under an HRB or HRA number and generates the first electronic extract.
Actors and their roles
- Founders: decide on the structure, sign the notarial deed and pay in the capital.
- Notary: records the deed, prepares the electronic application and files it with the register court.
- Bank: holds the capital contribution and issues confirmation of the deposit.
- Register court: examines the application and enters the company in the Handelsregister.
- Bundesanzeiger / Unternehmensregister: publishes the statutory notice of the new entry and later publications.
Publication and follow-up
When the company is entered, an electronic publication notice is generated and made available through the official register portal and the Unternehmensregister. From that point, the company appears in search results, third parties can order extracts, and the entity can engage in full commercial activity in its own name. Tax registration with the local Finanzamt, VAT ID application with the Bundeszentralamt fuer Steuern, trade office registration (Gewerbeanmeldung) and beneficial ownership reporting to the Transparenzregister usually follow shortly afterwards.
Related pages
- Notary role — procedural functions in formations and filings.
- Changes & filings — events that require a later register update.
- Articles of association — mandatory contents of the founding document.