The direct conversion of a sole proprietorship into a UG is unfortunately not possible due to certain regulations. While contributions in kind are permissible in the case of a GmbH, they are prohibited in the case of the formation of a UG under Section 5a (2) sentence 2 GmbHG. In addition, both contribution and spin-off procedures are generally excluded for this transition.

The only way for a sole proprietorship to transfer to a UG is therefore to transfer the existing business to a newly formed UG (haftungsbeschränkt).