Key Facts at a Glance
- The costs of establishing a GmbH typically amount to a low four-figure sum.
- The amount of the costs depends largely on whether support from legal and tax advisors is required.
- Notary fees for establishing a GmbH, including registration with the commercial register, typically range between EUR 800 and EUR 1,000.
What are the costs of establishing a GmbH?
The costs of establishing a GmbH amount to at least several hundred euros. Depending on the complexity involved in the formation process, total costs can also reach several thousand euros. The overall costs of forming a GmbH consist of several components:
- Notary: Notary fees are legally prescribed and depend on the company’s share capital. If – as is customary – a GmbH is established with a share capital of EUR 25,000, notary fees typically range from approximately EUR 800 to EUR 1,000.
- Bank account: Every GmbH requires a bank account. Opening an account is usually free of charge, while account maintenance fees are often only a few euros per month.
- Taxes: If you wish to consider tax aspects as part of the company formation process, it is advisable to consult a tax advisor. The establishment of a GmbH can have significant tax implications not only for the company itself but also for the founders. Therefore, particularly in larger or more complex formations, tax advisors are frequently engaged. The associated costs depend heavily on the scope of advisory services required.
Special case – contributions in kind: If the GmbH is established not with a cash contribution but with a contribution in kind, a valuation report is often required. To form a GmbH, the company must be provided with sufficient assets. While determining the value of cash contributions is straightforward, assessing the value of contributions in kind (e.g. receivables or machinery) is considerably more complex.
What are the notary fees for establishing a GmbH?
Notary fees for establishing a GmbH typically amount to several hundred euros. The exact amount is prescribed by law and is based on the company’s business value. If a GmbH is formed – as is customary – with a share capital of EUR 25,000, total notary fees generally range between approximately EUR 700 and EUR 800. If the share capital exceeds EUR 25,000, the notary fees increase accordingly. The notary fees are composed as follows:
- Notary appointment: During the notary appointment, the articles of association are notarised and the resolution appointing the managing directors is adopted. If the share capital – as is customary – is EUR 25,000, the costs for notarising the articles of association and appointing the managing directors amount to approximately EUR 400. In addition, there are fixed fees for documentation, the notary’s expenses, and VAT, bringing the total to around EUR 600.
- Commercial register application: The notary also handles the registration of the GmbH in the commercial register. If the share capital – as is customary – is EUR 25,000, the costs for the commercial register application amount to approximately EUR 200.
Is it advisable to establish a GmbH using a standard formation protocol?
It is possible to establish a GmbH using a standard formation protocol (Musterprotokoll). However, this approach does not allow for any individual agreements. For example, only one managing director may be appointed.
Using a standard formation protocol is particularly advisable if a single individual intends to establish a GmbH. As soon as more than one person is to be involved in the company, the provisions are often not suitable in practice. In such cases, it is generally preferable to adopt tailored articles of association that reflect the specific needs of the shareholders.
If a GmbH is initially established using the standard formation protocol and later amended (e.g. by appointing an additional managing director), the overall costs are typically higher than if the company had been established with customized articles of association from the outset.
How does the process of establishing a GmbH work?
The formation of a GmbH follows a standardized process:
- Preparation: Establishing a GmbH requires a certain level of preparation. For example, the founders should determine the company name and define the company’s business purpose.
- Notary appointment: Once the final version of the articles of association has been agreed upon, the document is notarised and the managing directors are formally appointed.
- Bank account: Before the company can be registered in the commercial register, a bank account must be opened in the name of the company. Depending on the bank, this process may take a few days to several weeks. The shareholders must then pay in the share capital.
- Commercial register: Once the share capital has been fully paid in, the company can be registered in the commercial register.
What are the notary fees for establishing a UG (entrepreneurial company)?
The costs of establishing an entrepreneurial company (UG) are generally the same as those for forming a GmbH. This is because, from a legal perspective, the UG is a GmbH with a lower share capital.
The basis for calculating notary fees is the business value, which generally corresponds to the share capital, but is at least EUR 30,000. Due to this minimum value, the lower share capital of a UG does not reduce the notary fees in practice.
