Registering a company in Germany / opening a business in Berlin: Company registration steps, online information on how to register and form a company in Germany. Setting up a business, starting a corporation/ limited company formation documents required and the office / website where to go to.
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Setting up a Company in Germany

The following text provides a detailed summary of the bureaucratic and legal hurdles an entrepreneur is required to overcome in order to incorporate and register a new firm / business in Germany. It looks at the steps involved in establishing a commercial or industrial firm / business with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income (GNI).

Setting up a Company in Germany


1. Clear the name of company at the local chamber of industry and commerce

2. A notary notarizes the articles of association and memorandum of association
The fees are based on the value of the share capital, with a basic 10/10 fee calculated as follows:

  • Up to EUR 1,000: fee is EUR 10.
  • From EUR 1,000 to EUR 5,000: fee of EUR 8 is added for each EUR 1,000 of share capital.
  • From EUR 5,000 to EUR 50,000: fees of EUR 6 are added for each EUR 3,000 of share capital.
  • From EUR 50,000 to EUR 5,000,000: fees of EUR 15 are added for each EUR 10,000 of share capital.
  • The German Cost Regulation Act accounts for a double fee (so-called "20/10-fee" / "20/10-Gebühr"), which amounts to EUR 1,014), if more than 1 contract partners (shareholders) are involved.

3. Open a bank account
It is essential that in-kind contributions be made in full and capital must be paid in to the free disposition of the management. Capital cannot validly be deposited before the notarization of the articles of association.

4. Notary public files the articles of association with the local commercial register, kept at local courts
Applicants are required to send (a) the notarized articles of association; (b) the deed of appointment of the directors, if not included in the articles; (c) a list of the company’s shareholders; and (d) the assurance that the statutory minimum paid-in capital has been paid in to the free disposition of the management, to the Commercial Register in electronic form, as well as additional documents.

According to the applicable registration laws, the Commercial Register is required to decide on the company’s registration without unnecessary delay, and then publishes the registration on a central electronic platform (www.handelsregister.de).

In order to file the articles of association with the local Commercial Register, the following costs are included:

  • Notary fees for registration are half the fees for the notarization of the articles and foundation agreement, but no extra notary fees are applicable if the notarization and filing of the articles of association (by notary public) are amalgamate. When the notary used in proc 2 are different from the one of proc 4, the applicable fees amount to a quarter of the fees set forth under Procedure 2. 19% VAT is added to all amounts. The notarization of the application does not incur any additional fees, if the application for registration is notarized along with the articles of association.
  • Registration fees with local court: EUR 100 (if in-kind capital contributions, the statutory registration fee amounts to EUR 150).

Effective as of December 1, 2004, the law on registration fees and procedures (Handelsregistergebühren Neuordnungsgesetz HregGebNeuOG) includes:

  • In accordance with Article 3 of HRegGebNeuOG, a decision on the company’s registration is required within a month of the company filing for registration.
  • Court registration fees have been lowered (Article 1 of HregGebNeuOG) and fees are not calculated on the basis of start-up capital any more, they are set to statutory amounts. If the capital contributions are made in cash, the registration of a new GmbH accumulates fees of EUR 100 and EUR 150 if part or all are made in kind.

The Act on the Maintenance of Electronic Commercial Registers, Cooperative Registers, and the Companies Register (Gesetz über elektronische Handelsregister und Genossenschaftsregister sowie das Unternehmensregister, EHUG—effective January 1, 2007) put in place an electronic registration and publication platform for the Commercial Register. Because of this, registration with the Commercial Register is not announced in the Federal Gazette (Bundesanzeiger) any more. Instead, it is announced in the electronic Commercial Registry. Therefore, fees for publication in the Federal Gazette are no longer applicable. The Commercial Register sends notification to the local Chamber of Industry and Commerce, and also to the new company's tax office.

5. Notify the local office of business and standards of the establishment of the company
While certain businesses (e.g., restaurants, brokers) are required to apply for a trading permit (Gewerbeerlaubnis), all other start-up companies are simply required to notify the local Office of Business and Standards (Gewerbeamt), who then issues the company a trading license (Gewerbeschein). This procedure of notification also covers formal registration matters with the central statistical office, the relevant chamber of industry and commerce, the social security and federal health insurance office and the local labor office.

6. Register with the professional association of the relevant trade
The professional associations are carriers of occupational accident insurance, and registration with them must be done within a week of the establishment of the business (that is, the notarization of the articles of association).

7. Notify the local labor office of the establishment of the company
Registration can be both in writing and by phone. The Labor Office then designates an eight-digit operating number. This number is needed to report social security.

8. Register employees for health and social insurance
The competent social security and federal health insurance office provides notification to the local labor office and the annuity insurance carrier (Deutsche Rentenversicherung Bund), and also collects insurance payments for mandatory health, unemployment and annuity insurance.

9. Mail out the documentation to the Tax Office
Registration is required within a month of the establishment of the business, and no later than a month of the notarizing of the articles of association. Once the tax office receives notification of the company’s business activity by the trade office, they request the company’s business data (a questionnaire is sent to the company to be filled).

* Paragraphs 5, 6, 7, 8 and 9 should all occur at the same time.

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