Commercial Register Registration Company with Limited Liability (GmbH)

If you create a limited liability company (GmbH), you are obliged to register it for registration in the Commercial Register. It is only through registration that the GmbH is created and is fully legally capable.

The following documents are required for the registration of a limited liability company: the social contract, the legitimacy of the directors, if they are not appointed in the partnership agreement, a list of shareholders signed by the notifying party. This should include the names, first names, dates of birth and residence of the shareholders, as well as the nominal amounts and the serial numbers of the shares taken over. an assurance of all notifiers that the deposits have been made as prescribed and are definitively in the free disposition of the managing directors; a substantive start-up report with contracts and supporting documents on the value of contributions in kind in the case of business start-ups and an assurance of the managing directors that there are no legal obstacles to ordering and that the information about their unlimited duty to provide information to the court has been provided. The notification shall also indicate a domestic business address and the nature and extent of the power of representation of the directors. There are often a few weeks between the preparation of the partnership agreement and the entry in the commercial register. Therefore, check the social contract for its topicality before registering.

Before registering the GmbH, you must the social contract is available, the in-kind deposits are full and the deposits are paid at least 25 percent of the respective nominal value of each individual business share. In total, the share capital must be paid in at least as much as the total amount of deposits paid in, plus the total amount of the shares for which contributions in kind are to be paid, reaches at least half of the minimum share capital, i.e. EUR 12,500.00.

Special features apply to the company: This is a special legal form variant of the GmbH, to which all regulations of the GmbH Act apply, unless there are expressly different special regulations. The share capital of the enterprise company must be at least EUR 1.00 and a maximum of EUR 24,999.00. The company must use the company's designation "Entrepreneurial Company (Limited Liability)" or "UG (Limited Liability)". Before registering to the commercial register, the share capital must be paid in full, subject to a prohibition on contributions in kind.
Section 12 Handesl Code (HGB) Section 7 Law on Limited Liability Companies (GmbHG)

Registration To apply, contact a notary or notary. The notary or notary advises on the formulation of the application. Registration is made exclusively by electronic means, for which a publicly certified document is prepared. The declaration is provided with an electronic signature (within the meaning of Section 39a of the Public Procurement Act/BeurkG) and sent to the electronic court and administrative mailbox of the Registry Court. Changes Relevant information about your company, such as the company's registered office, the legal form or the authorised representatives, has changed? Then please have the commercial register entry corrected immediately. In the same way, registration takes place exclusively through a notary or a notary.

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