Commercial Register Entry Limited Liability Company (GmbH)

How do you register a limited liability company (GmbH) in the commercial register?

If you found a limited liability company (GmbH), you are obliged to register it in the commercial register. Only through the registration does the GmbH arise and is fully legally capable.

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 shareholders signed by the notifying registries. This should contain the surnames, first names, dates of birth and places of residence of the shareholders as well as the indication of the nominal amounts and the serial numbers of the respective shares acquired.
  • an assurance by all notifiers that the deposits have been made as prescribed and are definitively in the free disposal of the managing directors,
  • a substantive foundation report with contracts and supporting documents on the value of contributions in kind in the case of set-ups in kind, and
  • an assurance by the managing directors that there are no legal grounds for ordering and that the information about their unlimited duty to provide information to the court has been given.
  • The notification must also specify a domestic business address as well as the type and scope of the power of representation of the managing directors.

There are often a few weeks between the drafting of the articles of association and the entry in the commercial register. Therefore, check the articles of association again for its topicality before registering.

Preconditions

Before registering the GmbH, you must

  • the articles of association exist,
  • the contributions in kind are full and
  • the cash deposits are 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, i.e. EUR 12,500.00.

Hints

Special features apply to the entrepreneurial company: This is a special legal form variant of the GmbH to which all provisions of the GmbH Act apply, unless expressly deviating special regulations exist. The share capital of the entrepreneurial company must be at least 1.00 euros and may not exceed 24,999.00 euros. The company must use the designation "Unternehmergesellschaft (haftungsbeschränkt)" or "UG (haftungsbeschränkt)" in the company. Before registering for the commercial register, the share capital must be paid in full, whereby there is a ban on contributions in kind.

§ 12 German Commercial Code (HGB)
§ 7 Act on Limited Liability Companies (GmbHG)

registration

To apply, please contact a notary.

  • The notary advises on the formulation of the application.
  • The registration takes place exclusively by electronic means, for this purpose a publicly certified document is created.
  • The declaration is provided with an electronic signature (within the meaning of § 39a Beurkundungsgesetz/BeurkG) and sent to the electronic court and administrative mailbox of the register court.

changes

Relevant information about your company, such as the company headquarters, the legal form or the authorized representatives, has changed? Then please have the commercial register entry corrected immediately.

Registration is carried out in the same way exclusively by a notary.

Responsible for the content
No technical approval. If necessary, please contact the Ministry of Justice and for Europe and Consumer Protection.
Phone (0331 866-0)
Poststelle@mdjev.brandenburg.de

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