Transcript for:
Guide to Establishing a GmbH in Germany

If you think that it is difficult to become self-employed in Germany, i.e. to found a sole proprietorship, then that means one thing above all: you probably haven't founded a GmbH yet. The process of setting up a GmbH is really complex, so to speak. That means you really need to do some laps and you need some things to take care of. And so that you don't lose track, I thought I'd record a video where I explain step by step in eleven steps how you get a GmbH with which you can start working. You first have to be clear about who will be the partner and who will be the managing director. A GmbH is a legal entity. This means that you and your company have different legal personalities. This is not the case at all with a freelance job, for example. You are your company and if someone wants something from the company, they can go to you and so on. The whole thing is different for corporations such as a GmbH. You can almost imagine it a bit like an underage child. Such a minor child cannot decide everything freely, but needs a legal guardian, a parent. And your GmbH also needs a parent. But that doesn't mean parent, but managing director. This means that in the case of a GmbH, the ownership of this GmbH, i.e. the owner of this GmbH and the parent, can definitely be owned by two different people. If you simply want to set up a GmbH on your own, you can of course also do the whole thing together. So you can be a 100% shareholder and the managing director. But the decision is the first step, otherwise all the steps afterwards won't work. And to be honest, one of the advantages of a GmbH is that you can set up a GmbH with a lot of people or give someone 10% or 26.73% of your GmbH. It is only important for the first step that you should be clear about who should become a partner and who should become a managing director. If you have clarity on this point, you can move on to the second point. You need a partnership agreement, a so-called statute. This is a contract in which all important things relating to society are regulated. So for example, what is the name of this company? Where is the address of this company? But also something like, what is the purpose of the company? So, what should this company, i.e. this GmbH, actually do at some point? And how much capital does it actually have? Important note at this point, for a GmbH you always need at least 25,000 euros in share capital. This means you can't set up a GmbH with less. But you can also set up a GmbH with 50,000, 100,000 or 6 million. The only important thing is that there have to be at least 25,000. And I would have this contract, i.e. these statutes, drawn up by a lawyer. Of course that costs a bit. However, if you are setting up a GmbH on your own, i.e. you are a 100% shareholder and ideally also a managing director, then you can honestly choose a sample protocol. This means that there is a contract template for very simple GmbH formations. And if you do it alone, it's very, very easy. Then you can take the so-called sample protocol. You can find this if you simply google “GmbH sample protocol”. I can personally recommend that if you simply set up a GmbH on your own, then you will save all the legal fees. However, if you are setting up a business with other people, then I would actually recommend that you take the money and draw up a contract with a lawyer, because then disputes can always arise. And sometimes changing such statutes later is relatively difficult if you don't agree. If you own 100% of the company shares, you can simply have these statutes changed yourself at any time. You don't have to coordinate with anyone. And if you have this statute, this social contract, then we come to the third step. And the The third step is a notary appointment, because this partnership agreement must be notarized . Yes, actually, even if you are setting up a company on your own, i.e. you are a 100% partner and you are setting up with a sample protocol, then you also need a notary appointment. Then you go to the notary, the notary reads the entire contract once, he checks your personal details, which means that you should always have photo identification, i.e. your ID, with you for this notary appointment, a driver's license is not enough, and then the notary certifies it this contract. For this appointment you have to expect costs, between 500 and 700 euros. It is important that you arrange this appointment relatively early, because with notaries it sometimes takes a while before you even get an appointment. And if you are in a hurry to set up your business, as this process takes quite a while anyway, then it is better to arrange this notary appointment a little earlier rather than too late. And then you have this notarized partnership agreement. However, this does not mean that your GmbH now exists, because this GmbH must be registered in the commercial register. This is a register with all companies in the district court. And your GmbH must be registered there. And the notary will do that for you too. However, he doesn't just do that because you have to prove to the notary that you have paid in the capital. So these 25,000 euros. The problem, however, is that you can only now go to a bank with this notarized partnership agreement and open a bank account. And that is also the fourth step. This means that after the notary appointment you take this partnership agreement, go to a bank and open a bank account. Very, very important, you should check beforehand that the bank actually accepts companies being founded. This means that they open accounts for new companies. And the official company name is actually GmbH IG. Then stands for “In the process of being founded”. This means that you open a bank account with this GmbH and then pay the capital into this bank account. Here's an important note: you actually don't have to pay in 100% of the capital. So if you start up with 25,000 euros in share capital, you don't have to pay in 25,000 euros , but only half. So you have to transfer 12,500 euros to this account once and provide proof that this money is now in the account of this GmbH being founded. You then send this proof to the notary. And that brings us to the next step, i.e. the fifth step, namely entry in the commercial register. Because the notary receives the payment confirmation for this GmbH, has the notarized statutes, has a list of shareholders that says who owns this company, recognizes you and with this information he now goes to the district court, i.e. virtually, and leaves the GmbH register. In fact, in the case of large companies, the district court may still have questions or complain about certain things. And then it goes back and forth a bit. That means the whole thing can actually drag on a bit. If this is a simple incorporation according to a model protocol, then there are usually no problems and it will take another week or two until your company is actually registered in the commercial register. And of course this step also costs a little bit. So the notary will send an invoice for 100 to 200 euros for the entry in the commercial register and you will also receive an invoice from the local court for 100 to 200 euros. This means that if you add up all these costs , then you can say that setting up a GmbH costs just under 1000 euros. Importantly, without drawing up the partnership agreement. This means that setting up a company according to the sample protocol costs around 1000 euros. The reason I bring up these costs is that as soon as you are registered in the commercial register, you will probably be flooded with fake invoices and company registers and so on. No joke, I have mine Last time I founded a GmbH I received about 20 letters from some registers and so on. Because you are somewhat public in the commercial register, a whole range of fraudsters try to send you invoices, all of which honestly look quite credible and ask you to pay some money. You should really, really look carefully at what you're paying. If you are unsure, it is better to ask the notary whether the invoice, the cost note or whatever it is called is actually legitimate. And please only transfer the bills from the notary and the official local court. You can please ignore all other things. And I say this so explicitly because it is probably one of the founding failures. Probably every second GmbH founder has paid some bill that they didn't have to pay. And getting the money back afterwards is actually not that easy. And if you've survived the whole thing, then I can congratulate you, then your GmbH is legally founded. That means you are the owner and now, in my example, also the managing director of a real GmbH. But of course you can't get started yet. You have now founded this legal entity, you are both the parent and the owner of this GmbH, but in order to really be able to do anything , you still need a business registration. And then you do this again at the responsible municipality. So wherever you work, which is now mostly online, you simply register a business. I have also included instructions on how to register a business. This actually works exactly the same for a GmbH as it does for a sole proprietorship, except that you select the legal form GmbH. This means that this would be the first active step with the GmbH. And as we know from sole proprietorships, you register directly with the tax office after the trade office. This means that even as a GmbH you have to complete the tax registration once. More specifically, you have to fill out the tax registration questionnaire. You provide a whole range of information: address, business purpose, expected sales and so on. And you still have a whole range of voting rights. What is important is that you definitely apply for a VAT identification number directly in this questionnaire. And you should hurry up with this tax registration. As a response to this tax registration questionnaire, you will receive your tax number. And you need this tax number to write it on your invoices. This means that only once this registration has been completed can you actually start writing invoices. And then there are a whole series of other authorities, institutions and so on where you have to register. And that brings us to the eighth step. Namely, registering with the IHK or the Chamber of Crafts. That means the responsible chamber. There is a compulsory membership in the IHK for the vast majority of industries. This means that you then have to register and pay the contributions accordingly. Unfortunately you can't get out of there. And you should also, and this is the ninth step, register with the Federal Employment Agency. You will then receive a company number from the Federal Employment Agency. And with this company number you can have employees. Why is this all so important? A GmbH has, I know, I've said it a few times already, its own legal personality. This means that as the owner of a GmbH you are not allowed to simply go and take money from the account of this GmbH. You actually only get the money from this GmbH in two ways. Either by hiring yourself as a managing director and paying yourself a salary or by distributing a profit. And that's why it's of course very helpful to have this company number from the Federal Employment Agency right from the start. Otherwise you won't be able to work for your GmbH at all. The tenth point also deals with the whole topic of employees, so if in doubt also for yourself. It's about registering with the professional association. The employers' liability insurance association is the statutory accident insurance and you also have to register there once so that the whole issue with the pay slips goes smoothly. And then at the climax, i.e. in the eleventh step, there is a register where you have to register. This step has actually not been around for that long and that's why you don't find it in as many step-by-step instructions that you can find anywhere, because this register simply hasn't been around for that long. I'm talking about the transparency register. This means that you have to register your GmbH with the transparency register once. The transparency register is there so that you can find out who is actually the beneficial owner in this company. So who is actually behind this society? This is done because of money laundering regulations and so on. The whole thing would probably go beyond the scope here . If you are interested in the whole topic of transparency registers, please write me a comment and I might just record a separate video about it. The only important thing at this point is that you definitely have to register once. This is a legal obligation. And if you have completed these eleven steps, then I can congratulate you. Then you have founded this legal personality and put it in a state that you can start working. So, writing invoices, employing yourself and so on. This whole process takes time depending on how quickly all the authorities work. As I said, you have to deal with a notary, the local court, the trade office, the tax office, the Federal Employment Agency and so on. The whole thing can drag on for weeks. You'll be relatively quick if you complete the whole thing in four weeks . In my experience, six to ten weeks is more realistic. And this whole process can of course become much more extensive if you start up with other companies, i.e. with other co-founders. But the whole thing would go completely beyond the scope here . But if you have any questions about this, please leave me a comment under this video and I'll be happy to try to help you. And if I see that there are a few topics that are asked particularly frequently, then I can of course record another video about them. And of course, and I haven't even talked about this yet, you now have to do ongoing bookkeeping and also continually file tax returns. If you need support with this, you will find some tool recommendations and recommendations for service providers in the video description and I would be happy to link the whole thing for you here. And of course you should definitely subscribe to this channel to stay up to date . Or you can just watch a few videos straight away, for example this one or this one.