Checklist for founders
Keep these steps in mind when forming a GmbH or UG. Or use our digital express formation.
1. Draft the articles of association or standard legal template
Do you want to form a UG or GmbH? The first step is to define the key aspects of the company and document them in the articles of association, also referred to as the statutes.
- Company name – a prior check online or with the IHK (Chamber of Industry and Commerce) is recommended
- Corporate purpose
- Registered office
- Shareholders
- Amount and distribution of the share capital
- Management
You can form your company quickly and cheaply using the simplified standard template (Musterprotokoll). However, this is only recommended for single-person companies, as many details between multiple shareholders cannot be regulated in the template.
2. First notary appointment – GmbH/UG in formation
Your notary certifies the articles of association (Gesellschaftsvertrag) or the Musterprotokoll. As of August 2022, you can use the online notary procedure for this and form your GmbH (or UG) online. The platform will suggest suitable notaries to you.
After certification, your company becomes a:
- GmbH in formation (GmbH i.G., also called Vor-GmbH) or
UG in formation (UG i.G., Vor-UG).
Important: In this phase, liability still rests with the management personally. A fast formation phase is crucial.
3. Entry of the GmbH/UG in formation into the transparency register
Since 2022, corporations are obliged to disclose their ownership structure in the Transparency Register (Transparenzregister). This already applies to your Pre-GmbH.
4. Open a founder’s account
For your GmbH or UG, you’ll need a dedicated business account — both for day-to-day business and to provide proof of your share capital deposit.
With Holvi’s online founder account, setting this up is quick and straightforward. You can open your account and deposit your share capital easily, all online.
5. Deposit your share capital
Share capital can be provided either as a cash contribution or as a contribution in kind (such as assets, usage rights, receivables, or company shares).
If you’re using the online notary procedure, only cash contributions are allowed. Contributions in kind require additional documentation and valuations, which can mean more time and higher costs.
With an online founder account like Holvi’s, depositing your share capital is simple: you can transfer the funds directly into your account online – no bank appointment needed.
6. Second notary appointment: commercial register entry
With the bank statement as proof of deposit, your notary can initiate the final step of the formation: the entry of the GmbH or UG into the commercial register (Handelsregister). This takes about one week. With the entry, the formation of your company is complete.
7. Re-entry into the transparency register
With the entry into the commercial register, your actual GmbH or UG has come into existence, for which a re-entry into the transparency register (Transparenzregister) is mandatory – independent of the entry of your GmbH- or UG- in formation.
8. Register the business
With the commercial register extract (Handelsregisterauszug), you can register your business with your responsible trade office (Gewerbeamt). This can usually be done conveniently online. The trade office will also forward your registration to other institutions such as the IHK (Chamber of Industry and Commerce), Chamber of Crafts (Handwerkskammer), employers’ liability insurance association (Berufsgenossenschaft), and the tax office (Finanzamt).
9. Register with the tax office
Finally, you need to register your company with the tax office (Finanzamt). To do this, you fill out the tax registration questionnaire in Elster – the official online tax portal created by the German tax authorities. This completes your formation and you’re ready for self-employment.
Digital express formation from €99
Form your GmbH or UG digitally – with company formation packages from Holvi.
- Create formation documents online
- Get an express notary appointment
- Deposit your share capital