How to Form a GmbH in Germany 2026: Costs, Process and Step-by-Step Guide

What Is a GmbH?

The Gesellschaft mit beschränkter Haftung (GmbH) is Germany's most popular form of limited liability company. It offers founders liability protection limited to company assets — your personal wealth stays protected. With over 500,000 active GmbHs, it is the standard choice for entrepreneurs who want a professional image and limited risk.

GmbH vs. UG: Which Is Right for You?

The key difference is share capital: A GmbH requires at least €25,000, while a UG (haftungsbeschränkt) can be formed with as little as €1. However, the UG must retain 25% of its annual profit until the €25,000 threshold is reached.

A GmbH is the better choice when you:

• Have sufficient starting capital available
• Want maximum credibility with banks, partners and clients from day one
• Plan to raise investment or handle larger contracts

For a detailed comparison, see our guide to forming a UG.

Requirements for Forming a GmbH

• At least one shareholder — a natural or legal person. A single-person GmbH is allowed.
• €25,000 share capital — at least €12,500 (half) must be paid in at formation.
• A managing director (Geschäftsführer) — you can appoint yourself.
• Articles of association (Gesellschaftsvertrag) — must be notarized.
• A registered business address in Germany.

Step-by-Step: How to Form a GmbH

1. Draft the Articles of Association

The articles of association (Gesellschaftsvertrag) define the company name, registered office, business purpose, share capital and shareholder stakes. For simple formations (up to three shareholders, one managing director), you can use the simplified model protocol (Musterprotokoll). For more complex setups, hire a lawyer to draft a custom document.

2. Notary Appointment

All shareholders must appear before a notary in person (or via a representative with power of attorney). The notary authenticates the articles, formally appoints the managing director and prepares the trade register application. Notary fees range from €600 to €2,000 depending on share capital and complexity.

3. Open a Business Account and Deposit Share Capital

After notarization, open a business bank account in the name of the GmbH i.G. (in formation) and deposit at least €12,500. You will need the deposit confirmation for the trade register application. The remaining €12,500 can be paid in later.

4. Trade Register Entry (Handelsregister)

The notary files the application with the local court (Amtsgericht). Processing typically takes 2 to 4 weeks. The GmbH officially exists only once registered. Until then, you operate as a GmbH i.G. with additional personal liability.

5. Trade License and Tax Registration

After registration, apply for a trade license (Gewerbeanmeldung) at your local trade office (€20–60). The tax office will send you a tax questionnaire where you declare estimated revenue and profits. You will then receive your tax number and VAT ID.

Formation Costs at a Glance

• Notary fees: €600–2,000 (model protocol is cheaper)
• Trade register: approx. €150
• Trade license: €20–60
• Share capital deposit: at least €12,500 at formation

Total formation costs (excluding share capital): roughly €1,000–2,500.

Ongoing Obligations After Formation

• Double-entry bookkeeping — a GmbH cannot use simplified cash-basis accounting. See our GmbH bookkeeping guide.
• Annual financial statements filed with the Federal Gazette — deadlines and requirements here.
• Corporate income tax (15%) and trade tax payments on time.
• E-invoicing compliance — mandatory for B2B transactions since 2025.

Bookkeeping is one of the biggest challenges for newly formed GmbHs. With Norman, you can automatically capture receipts, prepare VAT returns and keep your finances organized from day one.

Conclusion

Forming a GmbH requires more capital and formality than a UG, but it delivers maximum credibility and a clear structure. Follow the steps above and your GmbH can be operational in weeks. Don't forget to plan your managing director salary and understand your tax obligations so you can hit the ground running.