Company Formation in Germany: Registration for Foreigners
Company formation in Germany is the process of incorporating a new legal entity, most often a GmbH, and registering it in the commercial register so it can trade. You do not need to be German or a resident to do it: under the German Limited Liability Companies Act (GmbHG §1), a GmbH can be formed by one or more persons of any nationality for any lawful purpose. Müller Konsult handles the full registration for international founders, from choosing the right entity to the bank account, tax numbers, and ongoing compliance that follow.
One thing to settle at the outset: forming a new company takes several weeks. If you need a German entity you can use immediately, the faster route is to buy a ready-made shelf company in Germany instead. This page explains how new formation works, who can do it, and when each route makes more sense.
What company formation in Germany means
Company formation, or Gründung, is the creation of a brand-new German company that does not yet exist. You decide on a legal form, agree the articles of association, sign before a notary, deposit the share capital, and register the company in the Handelsregister (commercial register). Only at that final step does the company come into legal existence: under GmbHG §11, a GmbH exists once it is entered in the register, not before.
That is the key difference from buying an existing entity. With formation you build the company from nothing and wait out the registration; with a ready-made GmbH for sale, the company already exists and you simply take over its shares. Both end in the same kind of legal entity. The choice is about speed, cost, and how clean you need the starting point to be.
Can a foreigner register a company in Germany?
Yes. There is no nationality or residency requirement to form or own a German company. A single non-resident can be both the sole shareholder and the sole managing director of a GmbH. Founders from the United States, the United Kingdom, India, the UAE, and almost everywhere else register German companies routinely.
It is worth separating two things that are easy to confuse. Registering and owning a company is open to anyone. Living and working in Germany is a separate question governed by immigration law. You do not need a residence permit to register a company, but if you intend to relocate and run it on the ground, you will need the right visa, typically the self-employment residence permit under §21 of the Residence Act or, for a salaried managing-director role, the EU Blue Card. Our guide to the business visa for Germany covers the residence side in detail.
Which entity to form: GmbH, UG, AG or a branch
The GmbH is the default choice, but it is not the only one. The right structure depends on your capital, your plans, and how you want to be seen by banks and partners.
| Entity | Minimum capital | Best for | Note |
|---|---|---|---|
| GmbH | €25,000 (€12,500 paid first) | Most trading and holding businesses | The standard limited company; strong reputation |
| UG (haftungsbeschränkt) | From €1 | Lean startups, low initial capital | Must reserve a quarter of annual profit until it reaches €25,000, then convert |
| AG | €50,000 | Larger companies, investor rounds, eventual listing | More formal governance under the AktG |
| Branch (Zweigniederlassung) | None of its own | A foreign company extending into Germany | Not a separate legal entity; the parent stays liable |
For most international founders the choice comes down to GmbH versus UG. The GmbH carries more credibility and is easier to bank; the UG (mini-GmbH) lets you start with very little capital and build up. A full side-by-side is in our guide to the types of companies in Germany.
- €25,000 — Germany — GmbH
- €10,000 — Austria — GmbH
- CHF 20,000 — Switzerland — GmbH
- CHF 50,000 — Liechtenstein — AG
Bar length is scaled to an approximate EUR equivalent; capital is stated in each country’s statutory currency. Sources: GmbHG §5, Austrian GesRÄG 2023, Swiss CO, Liechtenstein PGR.
Share capital and legal requirements
The numbers behind a German GmbH come straight from the GmbHG, and it pays to know them before you start:
- Minimum share capital is €25,000 (GmbHG §5). Each share must have a nominal value in full euros.
- Before the company can be registered, at least one quarter of each share must be paid in, and the total paid in must be at least €12,500 — half the minimum capital (GmbHG §7).
- The company exists only once it is entered in the commercial register (GmbHG §11). Until then, anyone acting in its name can be personally liable.
- Liability is limited: the company’s assets alone discharge its obligations to creditors (GmbHG §13), so shareholders’ personal assets are protected.
- A managing director is required — every GmbH must have at least one Geschäftsführer (GmbHG §6), who can be a non-resident.
The share capital is not a fee paid to anyone. It is the company’s own money, available to fund its business once the GmbH is registered.
The GmbH formation process step by step
Our process is built to keep your registration predictable from first call to launch:
- Consultation and planning. We agree the entity, company name, business purpose, capital, director(s), and registered office, and map a realistic timeline.
- Documentation and KYC. We draft the articles of association (Gesellschaftsvertrag), collect identification for each founder and director, and prepare a power of attorney if you are forming remotely.
- Notarial formation deed. The founders sign before a German notary, in person or by proxy, and the notary certifies the incorporation.
- Deposit the share capital. You open a German business bank account and pay in at least €12,500 of the €25,000 for a GmbH (GmbHG §7).
- Commercial register entry. The notary files electronically with the local Amtsgericht; once the court enters the company in the Handelsregister, it legally exists (GmbHG §11).
- Trade and tax registration. We complete the trade-office registration (Gewerbeanmeldung), register with the tax office (Finanzamt), apply for a VAT ID, and file the beneficial owners with the transparency register.
- Operational launch and compliance. Your company can now invoice, hire, and sign contracts, and we set up the bookkeeping and filings that keep it in good standing.
Why a notary is required
German law does not let you create a GmbH by private contract. The formation deed must be recorded in notarial form, and the notary is the one who files the company for registration. That requirement gives legal certainty and deters fraud, which is why every legitimate German company formation runs through a notary. For buyers abroad, the signing can be handled by power of attorney so you do not have to travel.
Tax and VAT registration after formation
Once the company is in the register, it must be put on the tax map. The Finanzamt issues a general tax number (Steuernummer), and you apply separately for a VAT identification number (USt-IdNr) through the federal tax office for intra-EU trade. VAT registration can take several weeks, which is one reason some founders prefer a shelf company that already holds its registrations. Germany’s effective corporate tax rate is around 30 percent, and standard VAT is 19 percent; the detail is in our guide to corporate tax in Germany.
What you need to provide (KYC and AML)
German anti-money-laundering rules (the Geldwäschegesetz) apply to every company formation, so we will ask you to provide:
- A certified copy of the passport for each founder, shareholder, and managing director.
- Proof of address for each person.
- The planned business activity and company purpose.
- Corporate documents and the ownership chain if a founder is itself a company.
- Beneficial-owner details for the transparency register.
We coordinate the KYC checks and the communication with the notary and authorities so your file is complete before the appointment.
Forming a company remotely from abroad
You do not need to be in Germany to register a company here. The notarial signing can be handled by power of attorney, and the rest of the process runs through us, so non-resident founders can complete a formation without travelling. We manage the cross-border paperwork, translations, and certifications, and we deal directly with the notary, the register, and the tax office on your behalf.
Founders from specific markets can also see our dedicated guidance, for example for the United States, the United Kingdom, India, and the UAE. If buying rather than building suits you better, our guide on how to buy a company in Germany as a foreigner walks through that path.
- 1. Consultation — We propose the right company and structure for your goals.
- 2. Due diligence — We confirm the company is clean, debt-free and compliant.
- 3. Notarial transfer — Ownership passes to you — remotely if needed (GmbHG §15).
- 4. Setup — Banking, tax, registered address and director are put in place.
How long company formation takes
Forming a new GmbH usually takes several weeks once your documents and capital are in place. The notarial appointment can happen quickly, but the bank account, the commercial register entry, and the tax registrations each add time, and a few of those steps are outside anyone’s direct control. Plan for a few weeks rather than a few days, and keep your KYC documents ready so nothing stalls. If you genuinely cannot wait, see our same-day shelf company option, which gives you a usable entity almost immediately.
What formation costs: capital versus fees
Many providers quote a single “from” figure that mixes very different things together. It is clearer to see your outlay as two parts: the statutory items that any formation involves, and the optional extras you choose.
| Always part of it | Optional extras |
|---|---|
| Share capital (€25,000 for a GmbH; €12,500 paid first) | A virtual office / registered address |
| Notary fees for the formation deed | A nominee or local managing director |
| Commercial register fees | Business bank-account assistance |
| Trade-office and chamber-of-commerce fees | Ongoing accounting, tax, and compliance |
| Our drafting, KYC, and project management | Trademark and IP registration |
The important point: the share capital is not a fee. It belongs to your company and funds its business once registered, so a large part of any honest formation budget is simply capital that ends up working for you. We quote our professional fees transparently rather than hiding them in a bundle. For the wider cost picture, see our shelf company cost guide, and contact us for a clear quote on your setup.
Not sure whether to form a company or buy a ready-made one? Request a free callback with our lawyers, with no commitment. Talk to our team.
The faster alternative: buy a ready-made company
Formation is the right choice when you want to build a company from a clean slate and the timeline is not urgent. When speed matters more, a ready-made entity wins. A shelf company is a brand-new GmbH that has already been incorporated, had its capital paid in, and entered in the register, but has never traded. Because the entity already exists, you skip the formation wait and can operate within days of taking over the shares.
We are happy to tell you plainly when that is the better fit: see our comparison of a shelf company versus a new company, or go straight to a GmbH for sale. The legal entity you end up with is the same; only the starting point and the timeline differ.
Ongoing compliance after you form your company
Registering the company is the start, not the finish. A German GmbH carries real ongoing obligations that many setup guides barely mention, and we stay with you for them:
- Bookkeeping and accounting in line with German requirements.
- Annual financial statements and their filing.
- Tax returns for corporate income tax, trade tax, and VAT, plus tax-office correspondence.
- Register and transparency-register upkeep whenever ownership or management changes.
- Amendments to the articles, company name, registered office, or business activities.
Keeping these current is what keeps your company in good standing, and it is far cheaper than fixing problems later. We can handle all of it, so you can focus on the business rather than the filings. A business bank account in Germany, a registered office, and a nominee or local director are available as part of the same support where you need them.
Why form your German company with a lawyer-led firm
A GmbH is a real legal entity carrying real obligations, so who guides the formation matters. With Müller Konsult you get:
- Legal grounding. Our advice rests on the actual law, the GmbHG and AktG sections cited throughout this page, not marketing claims.
- Cross-border experience. Remote formation by power of attorney, with explicit handling for non-resident and non-EU founders.
- Transparent pricing. A clear quote that separates capital from professional fees, with no hidden markup.
- End-to-end support. From the notary and the register through to banking, tax, and ongoing compliance.
- A named, accountable adviser. Your work is led by a corporate lawyer with a real office and contact details, not an anonymous portal.
Frequently asked questions
Can a foreigner set up a company in Germany?
Yes. There is no nationality or residency requirement to form or own a German company (GmbHG §1). A single non-resident can be both the sole shareholder and the sole managing director of a GmbH.
Do I need a residence permit to register a company?
No. Registration and ownership are open to anyone. You only need a visa or residence permit if you intend to live and work in Germany running the company, which is a separate immigration question.
What is the minimum share capital?
A GmbH needs €25,000 (GmbHG §5), with at least €12,500 paid in before registration (§7). A UG can start from €1 (§5a), and an AG needs €50,000 (AktG §7).
Which entity should I choose: GmbH, UG, AG, or a branch?
The GmbH is the standard limited company. The UG is a low-capital starter, the AG suits larger or investor-backed plans, and a branch lets an existing foreign company operate in Germany without a separate entity.
How long does it take to form a GmbH?
Usually several weeks once your KYC and capital are in place, since the notary, the commercial register, and the tax registrations each take time. If you need to trade immediately, a shelf company is the faster route.
Can I form a company remotely or online from abroad?
Yes. The notarial signing can be handled by power of attorney, and we manage the rest of the process, so non-resident founders can complete a formation without travelling to Germany.
Is a notary required?
Yes. The formation deed must be recorded in notarial form, and the notary files the company for registration. A GmbH only legally exists once it is entered in the commercial register (GmbHG §11).
Do I need a German bank account first?
Yes. You open a German business account to deposit the share capital before the company can be registered. We help arrange the account opening.
What documents do I need?
A certified passport copy and proof of address for each founder, shareholder, and director, the company purpose, and corporate documents plus the ownership chain if a founder is itself a company.
Can one person be the sole director and shareholder?
Yes. A single-member GmbH is permitted, and one non-resident can hold both roles. Every GmbH must have at least one managing director (GmbHG §6).
Do I need a local registered office?
Yes. A GmbH needs a German business address. We can provide a registered or virtual office so you meet the requirement without renting physical premises.
Do I need a local or German director?
There is no legal requirement for a German director, but a local managing director can make banking and day-to-day dealings smoother, especially for non-resident owners.
How much does company formation cost?
The main outlay is the share capital (€25,000 for a GmbH), plus notary, register, and professional fees. The capital is not a fee, since it belongs to your company. We quote our fees transparently for your specific setup.
What taxes apply after formation?
Germany’s effective corporate tax rate is around 30 percent, and standard VAT is 19 percent. After registration you receive a tax number from the Finanzamt and a VAT ID for intra-EU trade.
What ongoing compliance is there?
A GmbH must keep accounts, file annual financial statements and tax returns, and keep its commercial-register and beneficial-owner entries up to date. We can handle all of it on your behalf.
Is it easier to buy a shelf company instead?
If you need to operate immediately, yes. A ready-made GmbH already exists in the register, so you skip the formation wait and take over a clean entity within days.
Is it easy for an American, Indian, or UK founder?
Yes. The process is the same regardless of nationality, and we provide per-country guidance. The only nationality-specific differences arise on the immigration side, not the company side.
Do I have to visit Germany?
Usually not. Formation can be completed remotely by power of attorney, and we deal with the notary, register, and tax office for you.
Official sources
- German Limited Liability Companies Act (GmbHG), official English text — gesetze-im-internet.de
- German Stock Corporation Act (AktG), official English text — gesetze-im-internet.de
- German Commercial Register (Handelsregister) — handelsregister.de
- Germany Trade & Invest (GTAI), establishing a company — gtai.de
This page is general information for foreign founders, not individual legal, tax, or immigration advice. Rules change and individual cases differ, so confirm your situation with a qualified adviser before you act.
Ready to form your German company?
Contact Müller Konsult for end-to-end company formation in Germany. We assess your goals, recommend the right entity, register it, and support you through banking, tax, and compliance. 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.
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