Company formation in Germany – from abroad
UG limited liability company
simple and fast
in 24 hours
remote – no travelling required
directly from the lawyer
all inclusive – no hidden costs
All services at a glance
Complete service – NO travelling required
Legal assessment of company name by a lawyer
Preparation of articles of association
Preparation of shareholders list
Preparation of commercial register application
Preparation of managing director contract
Advice on business registration
Representation at notary
Individual preparation of all foundation documents
Examination of company name at the IHK
Advice on the tax questionnaire and the application for the Ust-ID
Legal 24/7 contract box with all important contracts for your company in Germany
Unlimited start-up advice from a lawyer
Notary cost guarantee: we prepare the documents in such a way that the lowest legal notary fees are incurred
Processing within 24h
Fixed price
695,00 EURO
no hidden costs
net, excl. VAT
plus notary, court costs and IHK
Member of the German Bar Association
Member of the Munich Bar Association
Money Back Guarantee within 30 days
Recht 24/7 is the original and we have been helping founders get off to a successful start in Germany since 2003.
With us, you get all services from a single source.
Without hidden costs (e.g. for a management contract or additional legal advice). All services above are included and you will not experience any nasty surprises with the price. We take care professionally and competently of all questions of your foundation.
You can change or cancel your order at any time.
What our clients say
Very fast and professional service. All the service was very attentive to my needs and answered all the questions I had. I highly recommend Law 24-7!
So we have our complete startup up here now.
- Foundation
- Trademark recognition
- Advice from lawyers
Everything mega! Everything top! Serious, friendly, courteous
I can only recommend Recht 24-7 to every company founder, I would not have thought that one would have so many questions during the founding process.
In my case, Mrs. Raithel and Mrs. Maurer have supported me on this way great and the contact went smoothly. All my questions about the tax registration form were answered professionally and quickly. Thank you very much!
Very fast and professional work.
It was a pleasure to work with the team at Recht 24-7, they did a great job of supplementing my spotty knowledge of setting up a UG in Germany, I am very pleased with the service.
A very competent and most importantly patient team.
From my side there were some communication errors, which was worked through wonderfully (and without additional costs).
…
Thank you again at this point for your patience.
Founding in Germany – the most important facts in brief
What is a UG limited liability company
The UG is the “Ltd.” for Germany. It is the most known and used form of incorporation in Germany. UG is the abbreviation for Unternehmergesellschaft. It is often also referred to as a 1-Euro GmbH. In contrast to a partnership, the UG (limited liability) is a corporation. This means that the company is always liable with its “capital” (therefore also capital company) and not the partner behind it personally. As with a GmbH, the liability of the company is therefore limited to the paid-up share capital.
Advantages of a UG (limited liability company)
The advantages of founding a company in the legal form of an entrepreneurial company (haftungsbeschränkt) can be summarized as follows:
- liability minimization: liability is limited to the share capital
- in contrast to the GmbH, no high share capital is required
- the formation costs are low
You can start a foundation with Recht 24/7 today.
What share capital is required?
There are no legal requirements for the share capital required for an entrepreneurial company (haftungsbeschränkt). Theoretically, you can also found a company with one euro, which is why this legal form is often referred to as a 1-euro GmbH. In practice, however, the vast majority of notaries only certify a share capital of 300.00 euros or more, and we therefore advise at least this amount.
The reason for this is that – in the opinion of these notaries – with a share capital of 1 Euro, an insolvency situation already exists with the formation. After all, the company has various financial obligations after the foundation. If there is then only 1 euro in the account, one cannot pay the open demands right at the beginning and would have to file for insolvency. Of course, this is not the case with companies that have regular income and there is no legal basis for this practice.
Organs – who does what in a UG (haftungsbeschränkt)?
A UG (haftungsbeschränkt) consists of the shareholders and the managing directors. It is also possible to establish a UG (limited liability) on one’s own without any problems. Then one speaks of a one-man company or a one-man UG. The founder is then both shareholder and managing director. In the case of several participants, the entrepreneur is free to choose who is to be a shareholder and who is to be the managing director.
The positions can best be compared to a car: The partners sit in the back and they own the car. The managing director sits at the wheel and steers. If the shareholders say he has to drive to the airport, then the managing director has to do it as the driver. Because as owners, they set the pace.
Articles of association and standard protocol – what is the difference?
A UG (limited liability) can be founded either with a partnership agreement or a model protocol. The main difference is the notary fees for these two variants: The notary fees are about 500,00 Euro more expensive with a partnership agreement. Many notaries therefore also advise a partnership agreement. However, this is only worthwhile if you want to deviate from the model protocol and this is actually advisable. Examples of this are:
- Formations with more than three partners
- individual regulations on rights of first refusal
- Foundations with more than one managing director
In any case, we prepare the formation documents in such a way that the lowest notary costs are incurred and coordinate everything directly with a notary’s office at your location.
How does the incorporation process work?
The formation process is as simple as possible: In a first step you send us all information online. We then prepare all the necessary incorporation documents individually through a lawyer. So you don’t get any forms or bureaucracy to fill out yourself, but we take care of everything from one source. After you have gone through everything, we arrange a notary appointment at your place for notarization according to your wishes. During the entire incorporation process, our attorneys are available to answer all your questions regarding the incorporation and all legal issues. The entry in the commercial register and company register is also prepared by us.
fixed price 695,00 EURO net
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We stand for fair prices – also when it comes to lawyers. Good and fast legal service does not have to cost a fortune. With our fixed prices, you always have complete transparency with regard to fees and experience no unpleasant surprises.
Questions and answers about UG formation
A GmbH and a UG (limited liability) is a legal form for a company in Germany. UG is the abbreviation for Unternehmergesellschaft. It is often also referred to as a 1-Euro GmbH. In contrast to a partnership, the UG (limited liability) is a corporation. This means that the company is always liable with its “capital” (therefore also capital company) and not the partner behind it personally. As with a GmbH, the liability of the company is therefore limited to the paid-up share capital.
Advantages of a UG (limited liability company)
The advantages of founding a company in the legal form of an entrepreneurial company (haftungsbeschränkt) can be summarized as follows:
liability minimization: liability is limited to the share capital
in contrast to the GmbH, no high share capital is required
the formation costs are low
You can start a foundation with Recht 24/7 today.
There are no legal requirements for the share capital required for an entrepreneurial company (haftungsbeschränkt). Theoretically, you can also found a company with one euro, which is why this legal form is often referred to as a 1-euro GmbH. In practice, however, the vast majority of notaries only certify a share capital of 500.00 euros or more, and we therefore advise at least this amount.
The reason for this is that – in the opinion of these notaries – with a share capital of 1 Euro, an insolvency situation already exists with the formation. After all, the company has various financial obligations after the foundation. If there is then only 1 euro in the account, one cannot pay the open demands right at the beginning and would have to file for insolvency. Of course, this is not the case with companies that have regular income and there is no legal basis for this practice.
A UG (haftungsbeschränkt) consists of the shareholders and the managing directors. It is also possible to establish a UG (limited liability) on one’s own without any problems. Then one speaks of a one-man company or a one-man UG. The founder is then both shareholder and managing director. In the case of several participants, the entrepreneur is free to choose who is to be a shareholder and who is to be the managing director.
The positions can best be compared to a car: The partners sit in the back and they own the car. The managing director sits at the wheel and steers. If the shareholders say he has to drive to the airport, then the managing director has to do it as the driver. Because as owners, they set the pace.
A UG (limited liability) can be founded either with a partnership agreement or a model protocol. The main difference is the notary fees for these two variants: The notary fees are about 500,00 Euro more expensive with a partnership agreement. Many notaries therefore also advise a partnership agreement. However, this is only worthwhile if you want to deviate from the model protocol and this is actually advisable. Examples of this are:
- Formations with more than three partners
- individual regulations on rights of first refusal
- Foundations with more than one managing director
In any case, we prepare the formation documents in such a way that the lowest notary costs are incurred and coordinate everything directly with a notary’s office at your location.
The formation process is as simple as possible: In a first step you send us all information online. We then prepare all the necessary incorporation documents individually through a lawyer. So you don’t get any forms or bureaucracy to fill out yourself, but we take care of everything from one source. After you have gone through everything, we arrange a notary appointment at your place for notarization according to your wishes. During the entire incorporation process, our attorneys are available to answer all your questions regarding the incorporation and all legal issues. The entry in the commercial register and company register is also prepared by us.
NO! It is possible to establish a company with a shareholder abroad. There are two alternatives and we will prepare everything for you:
Alternative 1:
You have the deed notarized by a notary abroad. For this notary, you also need a so-called apostille on the deed. This is a confirmation by an authority that the notary is actually licensed. This possibility exists in most countries. You can find an overview here: https://www.dnoti.de
Alternative 2:
Alternatively, notarizations and certifications by German missions abroad (= embassy) are also possible. You can find more information at https://www.auswaertiges-amt.de/de/.
Is this only possible with the GmbH or also with the Unternehmergesellschaft?
A so-called non-cash formation is possible in principle, but it is very time-consuming. This requires a report on the formation in kind and a contribution agreement. In addition, you need an expert opinion on the value of the object to be contributed (e.g. DEKRA expert opinion). The registration court then examines this so-called non-cash incorporation on an individual basis.
From a practical point of view, it can be ruled out that a non-cash formation can be completed quickly. In most cases, it takes several weeks to complete the above-mentioned steps before final registration.
Moreover, a formation in kind is only possible for the GmbH and not for the UG (haftungsbeschränkt).
Why can’t I use an old account for my Unternehmergesellschaft (haftungsbeschränkt), but have to open it completely from scratch?
Prior to notarization, there is only a so-called “pre-incorporation company”. Neither such a pre-incorporation company itself nor its assets are transferred to the later entrepreneurial company after incorporation.
For this reason, the continuation of a bank account set up by the founding partners prior to the establishment of the company by the pre-founding company or the later entrepreneurial company is ruled out. In this respect, we strongly advise against setting up the account before the notary appointment.
You can find our partners for opening a business account here: https://recht24-7.de/en/recht-24-7-partner/.
Can I subsequently “limit liability” and transfer these contracts from my old company?
No. It is not possible to transfer old contracts from the sole proprietorship to the UG (limited liability company): the UG is not a so-called “legal successor” and does not enter into the existing contracts of a sole proprietorship.
Reason of the legal regulation: The contracting partner is not to be surprised straight by the liability protection of the UG. After all, he has concluded a contract with a natural person and not with a limited liability company. Illustrated by an example: If this were possible, one could simply found a UG in the case of credit contracts of a private person and would then be free of debt oneself.
Your personal liability is only effectively excluded for all legal claims and also private insolvency) when the UG (limited liability company) has been entered in the commercial register.
The Unternehmergesellschaft (UG haftungsbeschränkt) or GmbH are taxed according to the principles of the so-called corporations. The following taxes are due:
- Corporations pay corporate income tax on their profits in the amount of 15% of the profit.
- In addition, corporations must pay a solidarity surcharge of 5.5% on the corporate income tax.
These taxes are far below those that a self-employed person would otherwise normally have to pay on his profits. This is particularly advantageous if the profits do not have to be paid out in full and can remain in the company.
When profits are distributed to the shareholders, a final withholding tax of 25% is also due, plus a further solidarity surcharge of 5.5% on this tax.
No. As a rule, you are not: If the shareholder and managing director has a shareholding of 50% or more, it is assumed that he or she has a so-called controlling position within the company. There is therefore no “dependency” as with a normal employment contract and the shareholder is treated as a self-employed person.
There is therefore no obligation to pay social insurance (ruling on this: BSG Urt. v. 14. 12. 1999 – B 2 U 48/98 R, GmbHR 2000, 618, 619).
My bank wants such a contract!
protocol replaces the articles of association. This follows directly from the law:
- 2 Form of the partnership agreement
- (1a) … The model protocol is also valid as a list of shareholders. In other respects, the provisions of this Act on the articles of association shall apply mutatis mutandis to the standard record.
Thus, in the case of this formation, a partnership agreement is not permissible and not possible. If your bank or the tax office should require such “articles of association” or “shareholders’ agreement”, it is therefore sufficient if you submit the sample protocol.
You will receive a questionnaire from the tax office approximately 10 days after registration in the Commercial Register. We will, of course, provide you with comprehensive support during the formation of your UG or GmbH. For this purpose, we also answer all questions regarding the questionnaire of the tax office.
As with all questions regarding your formation, a lawyer is available to you around the clock. You can also get a good first overview here.
You will receive your incorporation documents from a lawyer individually prepared in 24 h. If you are in a hurry, we can also arrange a notary appointment within this period. After notarization, the company is ready to act as a UG in formation.
Recht 24/7 has been incorporating companies since 2003. We are the original and ensure that you incorporate quickly and professionally.
You will receive all the necessary documents, prepared by a lawyer according to your requirements. All this in 24 hours.
Full legal advice on incorporation by a lawyer is included in the price. All services required for the incorporation are included. You do not pay anything extra for a legal “foundation consultation” or a managing director contract. You receive advice from a lawyer and not from a “formation consultant” without legal qualifications.
No hidden costs. Compare for yourself.
With Law 24/7 you receive all services at a fixed price, no hidden costs, no packages with additional costs. Our fixed price offer includes everything you need for professional, smooth UG formation.