If you set up a limited liability company (GmbH), you are obliged to register it for entry in the commercial register. Only through registration does the GmbH arise and is fully legally competent.
More Information
Publisher
Hesse
Last update or date of publication
Contact
The government service telephone number 115 – your point of contact for questions related to the federal, state and local.
Monday through Friday from 8:00 to 18:00 (and beyond these times in some regions).
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The following documents are required for the registration of a GmbH:
- the articles of association,
- the legitimation of the managing directors, if they are not appointed in the articles of association,
- a list of partners signed by the applicants. This should contain the surnames, first names, dates of birth and places of residence of the shareholders as well as the nominal amounts and the serial numbers of the shares acquired in each case.
- an assurance by all applicants that the deposits have been made as prescribed and are finally at the free disposal of the directors,
- a report on the incorporation in kind with contracts and documents on the value of contributions in kind in the case of non-cash start-ups, and
- an assurance by the managing directors that there are no legal impediments to appointment and that the information on their unlimited duty to provide information to the court has been given.
- The application must also state a domestic business address as well as the nature and scope of the power of representation of the managing directors.
HINT:
There are often several weeks between the preparation of the articles of association and the entry in the commercial register. Therefore, check the articles of association before registering again for its topicality.
Special features apply to the entrepreneurial company: This is a special legal form variant of the GmbH, to which all regulations of the GmbH Act apply, unless expressly deviating special regulations exist. The share capital of the entrepreneurial company must be at least EUR 1.00 and may not exceed EUR 24,999.00. The company must use the designation ”Unternehmergesellschaft (haftungsbeschränkt)” or ”UG (haftungsbeschränkt)” in the company. Before registration with the commercial register, the share capital must be paid up in full, whereby there is a prohibition of contributions in kind.
Preconditions
Before registering the GmbH,
- the articles of association are available,
- the contributions in kind in full, and
- the cash deposits must be paid at least 25 percent of the respective nominal amount of each individual share.
- In total, at least so much must be paid into the share capital that the total amount of the paid-in cash contributions plus the total amount of the shares for which contributions in kind are to be made reaches at least half of the minimum share capital of 25,000.00, i.e. EUR 12,500.00.
The fees for entry in the commercial register depend on the registration effort
Basis for legal action
- • § 5a Law on Limited Liability Companies (GmbHG) – Unternehmergesellschaft
- • § 7 Law concerning Limited Liability Companies (GmbHG) – Registration of the Company
- • § 8 Law on Limited Liability Companies (GmbHG) – Content of the application
- • § 12 German Commercial Code (HGB) – Applications for registration and submissions
Procedure
Registration
The application for entry in the commercial register is made electronically by all managing directors in publicly certified form. Please contact a notary.
Changes
Significant changes to your GmbH, such as the change of legal form or registered office, should be reported immediately to the local court. The registration takes place in the same way exclusively through a notary.