How to set up a company in Germany: the 2026 step-by-step checklist

Setting up a GmbH or UG in Germany takes eight steps, in a fixed order: choose the legal form, prepare the documents, sign the deed at the notary, open a bank account and pay in the share capital, register in the commercial register (Handelsregister), register the trade, register for tax and complete the follow-up registrations. For most founders, the whole process takes between three and eight weeks in 2026. You do not need to live in Germany, and you do not need to travel here. Below, we explain each step, the documents it needs and how long it takes.

The eight steps at a glance

Some steps overlap. The trade, transparency and tax registrations start as soon as the company is entered in the register.

Step 1: Choose the legal form

Almost every foreign founder chooses one of two limited liability companies:

• GmbH (Gesellschaft mit beschränkter Haftung): minimum share capital of 25,000 EUR, of which at least 12,500 EUR must be paid in before registration (§ 7 GmbHG, the Limited Liability Companies Act).

• UG (haftungsbeschränkt) (Unternehmergesellschaft): the “mini-GmbH”, with a share capital from 1 EUR. The capital must be paid in full and in cash, and the UG must retain a quarter of each year’s profit until it will be converted to a GmbH.

Both protect your private assets in the same way, and both have the same running obligations. We explain the details in our guides to GmbH formation and UG formation. If you are unsure, our configurator suggests the right legal form in two minutes.

At this stage you also decide:

• the company name, which must be distinguishable from other companies at the same location and end with “GmbH” or “UG (haftungsbeschränkt)”;

• the registered office: a German address where post can be delivered. If you have no premises, a virtual office is enough;

• the business purpose (Unternehmensgegenstand), described precisely enough for the court to check it;

• who will be shareholder and who will be managing director. Neither needs to be German or live in Germany.

Good to know: a UG with a very low capital looks fragile to banks, landlords and suppliers. We recommend at least 500 EUR, so the company can pay for its incorporation.

Step 2: Prepare the documents

What you need depends on who the shareholder is.

If the shareholder is a natural person:

• a valid passport or national identity card;

• proof of address, if the address is not shown in the passport (for example a recent utility bill).

If the shareholder is a company:

• a current extract from the company register of its home country, showing that it exists and who may represent it (in the UK, from Companies House; in the USA, from the Secretary of State of the state of incorporation);

• an apostille, or a legalisation if the country is not party to the Hague Apostille Convention;

• a certified German translation;

• details of the beneficial owners (anyone holding 25% or more).

Some country-specific rules are set out in our guides for British founders and for US companies with an LLC.

Good to know: do not order foreign register extracts too early. Notaries and registry courts usually expect them to be recent, often no older than 30 days.

Step 3: Sign the deed at the notary

A GmbH or UG can only be founded by notarial deed (§ 2 GmbHG). The notary reads out the articles of association, the shareholders and the managing director sign, and the notary then prepares the shareholder list (Gesellschafterliste) and the application to the commercial register.

Simple formations can use the model protocol (Musterprotokoll), a statutory template for up to three shareholders and one managing director. It is cheaper and faster. Companies with more shareholders, special voting rights or a holding structure need their own articles of association.

There are three ways to sign:

Notary fees are set by federal law (GNotKG) and are the same at every notary for the same deed. We list them in company registration fees in Germany.

Step 4: Open a bank account and pay in the share capital

After signing, the company exists as a “GmbH in formation” (GmbH i. G.). It needs a business bank account in its own name, and the share capital is paid into it. The managing director then confirms to the court that the capital is at the company’s free disposal.

This is often the longest step for founders abroad. German banks and fintech providers must identify the managing director and the beneficial owners, and some ask for an identification in person. Allow one to four weeks.

Honest downside: until the company is entered in the register, anyone who acts on its behalf can be personally liable for those transactions (§ 11 GmbHG). We recommend that you sign no leases, employment contracts or large orders before the entry. If you need to trade immediately, a ready-made company with bank account is already registered and avoids this risk.

Step 5: Registration in the commercial register

The notary files the application electronically with the registry court (Registergericht) at the local court of the registered office. The court checks the documents, the capital confirmation and the company name, and enters the company in the commercial register (Handelsregister). From that moment, the GmbH or UG exists as a legal person and the founders’ liability ends.

The court’s processing time varies by city: between one and four weeks in most cases in 2026. The entry is published at handelsregister.de, and you can then download an official register extract for free, which banks and customers often ask for. See our guide to the most important documents for a German company.

Step 6: Register the trade (Gewerbeanmeldung)

Every GmbH or UG with a commercial activity must register the business with the trade office (Gewerbeamt) of its registered office. This is usually done online or by post, takes a few days and costs between 15 EUR and 60 EUR, depending on the city. Our article on business registration for a GmbH or UG explains the form field by field.

Step 7: Register for tax

Within one month of starting business, the company submits the tax registration questionnaire (Fragebogen zur steuerlichen Erfassung) electronically via ELSTER (§ 138 AO, the Fiscal Code). The tax office then issues:

• the tax number (Steuernummer);

• the VAT ID (USt-IdNr.), needed for trade with other EU countries, issued by the Federal Central Tax Office (Bundeszentralamt für Steuern);

• on request, an EORI number for imports and exports from customs; see how to get an EORI number.

The tax office often asks follow-up questions when the managing director lives abroad, for example where business decisions are made and what the company will do in Germany. Clear, consistent answers shorten this step. Expect two to eight weeks in 2026.

Step 8: Follow-up registrations

• Transparency Register (Transparenzregister): the beneficial owners must be entered. Check this yourself; it is not done automatically.

• Chamber of Commerce and Industry (IHK): membership is automatic; the chamber contacts you after the trade registration.

• Employer number (Betriebsnummer) from the Federal Employment Agency, if you hire staff in Germany.

• Bookkeeping: from the first day, a GmbH or UG must keep double-entry accounts. Our bookkeeping in Germanyservice sets this up in English.

From here, the company has running costs every year, whether it trades or not. We list them in costs of maintaining a company in Germany.

How long does it take in total?

In 2026, the median time for our clients from the signed deed to the tax number was 5 weeks.

Our recommendation

Setting up a company in Germany needn’t be complicated. The steps are fixed by law and the same for every founder. Delays come from three places: foreign documents ordered too late or they are the wrong documents, the bank account and questions from the tax office. Start the documents first, choose a bank that accepts your nationality and residence, and prepare clear answers about what the company will do.

We handle company formation in Germany from start to finish, including the power of attorney, so you can sign in your own country. Book a 15-minute call and we will tell you which documents your case needs.

Frequently asked questions

How do I set up a company in Germany step by step?

Choose the legal form (usually a GmbH or UG), prepare the shareholders’ documents, sign the deed at a notary, open a bank account and pay in the share capital, have the notary file the application with the commercial register (Handelsregister), register the trade, register for tax via ELSTER, and complete the Transparency Register and chamber registrations.

How long does it take to register a GmbH in Germany?

Most founders get from the first call to the tax number in three to eight weeks in 2026. The commercial register entry itself usually takes one to three weeks after the notary files it. Founders abroad and foreign companies as shareholders should allow longer, mainly for documents and the bank account. A ready-made company takes a few days.

Can a foreigner open a company in Germany?

Yes. German law sets no nationality or residence requirement for the shareholders or the managing director of a GmbH or UG. Founders abroad can sign by power of attorney before a notary in their own country. You only need a residence permit if you move to Germany or work here yourself.

Do I need to travel to Germany to set up a GmbH?

No. You can sign the deed online by video if you have a compatible electronic ID, or sign a power of attorney before a notary in your home country, which is then apostilled and used in Germany. Some banks, however, ask to identify the managing director in person.

How much share capital do I need?

A GmbH needs 25,000 EUR share capital, of which at least 12,500 EUR must be paid in before registration. A UG can be founded with 1 EUR, but we recommend at least 500 EUR so the company can pay its first invoices. The share capital is not a fee: it stays in the company and you can use it for the expenses of your company.

What documents do I need to register a company in Germany?

A natural person as shareholder needs a valid passport or identity card and, if the address is not in it, proof of address. A company as shareholder needs a recent register extract from its home country, an apostille or legalisation, a certified German translation and details of its beneficial owners.

Can I start trading before the company is registered?

No. Until the company is entered in the commercial register, anyone acting on its behalf can be personally liable (§ 11 GmbHG). We recommend that you sign no leases, employment contracts or large orders before the entry, or that you buy a ready-made company if you need to trade at once.

Written by

Kristof Tomasz

Managing Director, GmbH-UG.com / Formatera

Kristof Tomasz is Founder & Managing Director of Formatera / GmbH-UG.com. Since 2017, he has focused GmbH-UG.com on one clearly defined target group: international entrepreneurs, investors and companies that want to set up, acquire or restructure a German GmbH or UG, often without living in Germany themselves. Under his leadership, GmbH-UG.com has grown from a pure formation service into a single point of contact for the entire corporate lifecycle of foreign-owned German companies. This covers company formation, the acquisition of shelf companies (ready-made companies), changes of managing directors and shareholders, relocations of the registered office and liquidations.

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Disclaimer: The content of these blog articles has been prepared with the utmost care. However, we cannot guarantee the accuracy, completeness, correctness, quality, or timeliness of the content. Any claims against the author for damages caused by the use of the information provided are generally excluded. The articles do not replace legal and/or tax advice.