Buy a UG in Germany: Mini-GmbH Shelf Companies for Sale

To buy a UG in Germany is to take over a ready-made Unternehmergesellschaft (haftungsbeschränkt) — the low-capital version of the German GmbH, widely known as the Mini-GmbH. Instead of forming one and waiting out registration, you acquire a clean, pre-registered UG that already sits in the commercial register, transfer the shares before a notary, and start trading within days. Müller Konsult handles the whole acquisition for international founders, from selecting a clean company to the bank account, VAT, and tax registration that follow.

Two points to settle from the outset. First, a UG is not a separate type of company: it is a GmbH with reduced start capital and an extra reserve duty (German Limited Liability Companies Act, GmbHG §5a). Second, this is a clean shelf company, not an operating business or a trading enterprise for sale. The small UG capital you sometimes see quoted (often €500–€1,000) is the company’s own fully paid capital, not the €25,000 a full GmbH requires.

What is a UG (haftungsbeschränkt)?

A UG (haftungsbeschränkt) is a German limited liability company that may be founded with far less capital than a standard GmbH — from as little as €1 under GmbHG §5a. The name Unternehmergesellschaft translates roughly as “entrepreneurial company”, and the suffix haftungsbeschränkt simply means “with limited liability”. Founders and advisers nickname it the Mini-GmbH because it gives you the same legal shell as a GmbH at a fraction of the start capital.

Like any GmbH, a UG only comes into legal existence once it is entered in the Handelsregister (GmbHG §11). A shelf UG has already crossed that line: it was incorporated, had its capital paid in, and was registered, but it has never traded. It carries no debts, no contracts, and no history. It sits “on the shelf” until a buyer takes over the shares, which is exactly what makes it fast and clean to acquire.

UG vs GmbH: what is the difference?

The UG and the GmbH share the same family, the same limited-liability protection, and the same tax treatment. The differences are almost entirely about capital and one reserve obligation. Everything else — the notary requirement, the managing director, the register, the way ownership transfers — works identically.

In short, the UG is the lowest-cost route into a German limited company. For a fuller comparison across every German legal form, see our guide to types of companies in Germany, and if you want the full-capital entity instead, see GmbH for sale.

Who should buy a ready-made UG?

Buying a UG suits founders who want a German limited company quickly and cheaply, without tying up €25,000 in capital. It is a strong fit for:

• Foreign and non-EU entrepreneurs who want a German entity without relocating or waiting out formation.
• Budget-conscious founders and startups who need limited liability but not the full GmbH capital up front.
• Holding and project structures where a lean entity is enough to begin.
• Buyers abroad who prefer to complete the purchase remotely, by power of attorney, rather than travelling to Germany.

If you would rather build from scratch, we also handle company formation in Germany for foreigners. For most clients in a hurry, a ready-made UG is the more practical route.

Buying a shelf UG vs forming one

Both routes give you the same legal entity. The difference is what happens before you can operate. Forming a new UG means drafting the articles, paying in capital, and waiting for the registration court to enter the company — typically several weeks. A shelf UG is already entered in the register, so the timeline collapses to the few days needed for the share transfer.

Until a company is registered, it cannot fully act in its own name, and the people acting for it can carry personal liability for that pre-registration phase (GmbHG §11). A ready-made UG has already passed that point, which removes both the wait and that early risk. We explain the trade-offs in our guide to a shelf company versus a new company.

The purchase process step by step

Our process keeps the acquisition safe and predictable from first call to handover:

1. Consultation. You tell us your goals; we propose a clean shelf UG that is debt-free, litigation-free, and current on tax, and confirm its capital level.
2. Due diligence. We review the company’s legal, financial, and tax position so you know exactly what you are buying.
3. Share purchase agreement. We draft and sign the SPA covering the share transfer and all corporate documents.
4. Notarial share transfer. Ownership passes by notarial act, mandatory under GmbHG §15. Remote and power-of-attorney options are available for buyers abroad.
5. Commercial register update. The new managing director, shareholders, and registered office are filed with the Handelsregister, and an updated shareholder list is submitted.
6. Bank account. We help you open or transfer a business bank account in Germany and update the signatories.
7. Tax and ongoing support. We confirm the company’s tax number, complete tax-office registrations, and support accounting and compliance afterwards.

Why the notary is required

German law does not allow a UG — or any GmbH — to change hands by a private contract. The transfer of the shares, and even the agreement obliging someone to transfer them, must be recorded in notarial form (GmbHG §15). That requirement exists to give certainty and to deter fraud, which is why every legitimate UG purchase runs through a notary.

The shareholder list and beneficial-owner update

After the transfer, an updated list of shareholders (Gesellschafterliste) is filed with the commercial register. This list is what the register and third parties rely on to see who owns the company, so filing it correctly is a key step in securing your ownership. Separately, the new beneficial owners are reported to the transparency register (Transparenzregister). We handle both. The mechanics are covered in GmbH share transfer.

What you need to provide (KYC and AML)

German anti-money-laundering rules (the Geldwäschegesetz, GwG) apply to every company purchase, so we will ask you to:

• Identify the ultimate beneficial owners (UBOs), usually with a passport or EU/EEA ID.
• Provide details of the incoming managing director(s) and shareholders.
• Confirm the planned business activity and company purpose.
• Supply proof of address, plus corporate documents if the buyer is a legal entity, and a power of attorney if you are not attending the notary in person.

Our team coordinates the KYC checks and the communication with authorities so the file is complete before the notary appointment.

Share capital, the reserve rule and converting to a GmbH

The capital rules are where the UG genuinely differs from a GmbH, and it is worth being precise:

• A UG may be founded from as little as €1 (GmbHG §5a). In practice, shelf UGs are usually set up with a small fully paid capital, often €500–€1,000, so the company has working funds from day one.
• The capital must be paid in fully at formation. There is no part-payment option as there is with a GmbH.
• The reserve rule: a UG must place one quarter of its annual profit into a statutory reserve each year until that reserve, together with the capital, reaches €25,000 (GmbHG §5a). This is a quarter of profit, not a quarter of the start capital — a distinction many guides get wrong.
• Conversion to a GmbH: once the reserve and capital reach €25,000, the UG may convert into a full GmbH. Many founders use the UG as a stepping stone and convert as the business grows.
• Limited liability and a managing director apply exactly as for a GmbH: the company’s assets alone discharge its obligations (GmbHG §13), and at least one Geschäftsführer is required (GmbHG §6).

With a ready-made UG, the capital is already paid in and verified, so you are not arranging a fresh deposit during the purchase.

Timeline: how fast can you take over?

For most shelf UGs, the transfer can happen quickly. Full handover usually takes only a few days from the notarial appointment, once KYC is cleared and the documents are signed. Buyers outside the EU can complete the process remotely, with timing depending on how quickly identity and corporate documents are reviewed. Once the register is updated, your company is ready to operate. If you need the fastest possible turnaround, see our same-day shelf company option.

What a UG costs: included vs extra

Many providers either hide their prices or quote a single “from” figure with no breakdown. We do it differently. It helps to see the price as two parts: what is built into every UG purchase, and the optional extras you choose.

A key point: the share capital is not a fee. It belongs to the company and can be used in its business once you own it. Because a UG carries far less capital than a GmbH, it is the lowest-cost way into a German limited company — the service element, not a €25,000 deposit, is the main spend. For a full breakdown of the cost drivers, see our shelf company cost guide, and contact us for a transparent, all-inclusive quote.

Have questions about your specific situation? Request a free callback with our lawyers, with no commitment. Talk to our team.

Buying a UG from abroad or as a foreigner

You do not need to be in Germany, or an EU citizen, to own a UG. The purchase can be completed remotely using a remote notary or a power of attorney, which means non-EU buyers can take ownership without travelling. If you are starting from outside Germany, our guide on how to buy a company in Germany as a foreigner walks through the practical steps, and we coordinate the cross-border paperwork on your behalf. Founders from specific markets can also see our dedicated guidance, for example for the UK, US, India, and the UAE.

Bank account, VAT number and tax number

A company can only trade once it can move money and invoice, and for foreign owners these registrations are often the slowest part of starting up. A ready-made UG can address all three:

• Bank account. Opening a business account is usually the biggest bottleneck, so many buyers choose a shelf company with a bank account already in place. A nominee or local director can help satisfy the bank’s requirements.
• VAT number. A company with a VAT number (USt-IdNr) lets you invoice and trade across the EU immediately, rather than waiting for a fresh registration that can take months.
• Tax number. Where the UG already holds a tax number, you avoid the wait a brand-new company faces before the tax office issues one. We confirm the registrations carry over correctly to you.

What “clean” really means: due diligence

“Clean” and “debt-free” are easy claims to make, so it is worth knowing what stands behind them. Before any purchase we run due diligence on the company’s legal, financial, and tax position to confirm there are no debts, no litigation, no tax arrears, and no hidden obligations. A genuine shelf UG has never traded, so there is nothing to inherit, but we verify rather than assume, and we tell you exactly what the record shows. This is the difference between a company described as clean and one proven to be.

Ongoing compliance and after-sale support

Buying the company is the start, not the finish, and a German UG carries real ongoing obligations that most sellers never mention. We stay with you for them:

• Bookkeeping and accounting in line with German requirements.
• Annual financial statements and their filing.
• The statutory reserve: allocating a quarter of annual profit until the €25,000 threshold (GmbHG §5a), and converting to a GmbH when the time is right.
• Tax returns (corporate income tax, trade tax, VAT) and tax-office correspondence.
• Register and transparency-register upkeep when ownership or management changes.
• Amendments to the articles, company name, registered office, or business activities — and liquidation if you ever wind the company down.

Our goal is to keep your company aligned with German legal and tax standards long after handover, so the entity stays in good standing.

Why buy from a lawyer-led provider, not just an online shop

There is no shortage of websites selling German companies, and some are little more than checkout pages. A UG is a real legal entity carrying real obligations, so who you buy it from matters. With Müller Konsult you get:

• Legal sourcing, grounded in the actual law (the GmbHG sections cited throughout this page), not marketing claims.
• Genuine due diligence, so you are not inheriting a hidden problem.
• Transparent pricing, with the components above set out clearly rather than a vague “from” number.
• Cross-border experience, including remote completion for non-EU and non-resident buyers.
• A named, accountable adviser — a corporate lawyer with a real office and contact details, not an anonymous form.

That combination — sourcing, due diligence, transparency, accountability, and ongoing support — is the difference between buying a company and buying a company safely.

Frequently asked questions

Official sources

• German Limited Liability Companies Act (GmbHG), official English text, including §5a on the UG — gesetze-im-internet.de
• German Commercial Register (Handelsregister) — handelsregister.de
• Transparency register (Transparenzregister) — transparenzregister.de

This page is general information, not legal or tax advice; rules change. We do not guarantee bank approval or any specific tax outcome. For advice on your situation, speak to our team.

Ready to buy a UG?

Contact Müller Konsult for a fully compliant, ready-made German UG. We assess your goals, propose the right entity, and guide you through every step. Müller Konsult · Königsallee 27, 40212 Düsseldorf · +49 211 5403 8800 · info@gmbhforsale.com · Request a callback

Reviewed by Stefan Stelthove, Corporate & Commercial Lawyer, Müller Konsult. Last updated 7 June 2026.

Related: GmbH for sale · Shelf company Germany · Types of companies in Germany · Buy a GmbH & Co. KG · Shelf company with bank account