How to set up a GmbH in Germany? It's easier and faster than we both thought. The first six steps took about six weeks, but we were not in a hurry. I guess you could speed up things a bit more. Here's what worked for us:
1. Company name and corporate purpose:
Check both with your local Chamber of Industry and Commerce (IHK) and the company name additionally against the Commercial Register (Handelsregister) for existing companies. It is also a good idea to check your company name against national and international trademark databases. Postpone trademark filings until you have a final decision and logos. Don't forget to register an internet domain for your company.
2. Articles of Association (Gesellschaftervertrag / Satzung)
Get a notary that specializes in start-ups or corporate law. After a brief interview about the planned company you will get a draft of the Articles of Association (Gesellschaftervertrag / Satzung) from your notary. Modify the draft for your needs - consultation of a specialized lawyer is recommended. Calculate a few days (in our case about one week) for the back-and-forth until you have a final version.
3. Notarization (Beurkundung)
Notarization is easy and, well, relatively speaking, fun. Notary reads out loud the Articles of Association and the Founding agreement (Errichtung). You sign. Done. The notary will also prepare the application for entry in the Commercial Register and the list of partners. You will get your copy of the documents a few days later.
From now on you have a "GmbH in Gründung" (GmbH i.G.), also called "Vorgesellschaft" meaning a company prior to registration.
4. Bank deposit (Bankeinzahlung)
With the (notarized) copies of your documents you can open a company bank account for deposit of the registered capital. You have to have a bank statement showing the paid-in amount of registered capital for the Commercial Register.
5. Entry in the Commercial Register
Your notary has the application 'on hold' until you send the bank statement. Afterwards, the application is submitted. You can expect the entry to happen within a few days. As soon as you get confirmation of the Commercial Register, your company is officially founded.
6. Registration of the business (Gewerbeanmeldung)
You have to register once more: as a self-employed person or persons if there are additional managing partners. The Registration has to be made in person at your local municipality.
7. Registration with the local tax office for a tax ID
This was done by our tax accountant, so I don't have too much details to share except that it is another multi-page form and the opening balance of the company was included in the application.
8. Registration of a Betriebsnummer (couldn't find a good translation)
Only if you plan to have employees, the Betriebsnummer is assigned by the Agentur für Arbeit for tracking social security payments.
Ongoing 'fun':
After registration with the local tax office you have to report monthly revenue figures for VAT prepayments to the tax office via ELSTER (
www.elster.de)
And that's about it, I guess.
Have fun!
Florian
Next up - Checklist for the state subsidy for founders (Gründungszuschuss) in [large number of] steps
Disclaimer:
If you are interested in founding a business you are a business man. And as that, you'll check the information given above yourself anyway. Please just keep in mind that our case might not match your special case. This overview is intended as a checklist of steps you have to take to get to the precious little world-dominating corporation you dream about. If you have any corrections or comments please let me know.
