While Estonia has famously introduced its e-residency which enables future founders to incorporate their company in minutes, things are still quite different here in Good Old Germany.
Germany has a reputation for precision and adhering to rules.
I’m not sure how any of these aspects apply to the founding of companies though. It’s just damn slow, painful and sometimes borderline broken.
Regardless, I have performed this feat successfully in the past (twice!), so I thought I’d share my experience with you and hopefully save you a huge chunk of time. Also, the top-ranked Google search results for this topic are usually semi – content marketing posts of bookkeeping software or lawyers, and I thought a more rant-focused post was exactly the thing which the world needs right now.
The usual disclaimer applies: I’m a doctor, not a tax advisor. If in doubt, search out a real tax advisor (and/or doctor).
Step 0: Reminding Yourself That You Can Do It (15 minutes)
I was scared of founding a company for a very long time because I thought I didn’t know enough about it. Here’s what changed my mind and gave me self-confidence: I ate a Kebab in Berlin. While eating it and staring at people, I looked at the Kebab store and its owner dude. That made me realize that, yes, also this Kebab store owner dude seems to have gone through this process successfully. And with great success, too! Because he had customers (me) and was making revenue (my money).
So if a Kebab owner dude can navigate the painful bureaucratic system in Germany while working grueling hours behind a Kebab grill, I might be able to do so, too, sitting in my comfy home office while constantly overthinking things.
As a side note, probably another data point that migrants might be better entrepreneurs.
So! Step 0: Remember that you can do this, and everyone started out clueless. This is learning by doing.
Step 1: Do You Really Need a Company?
In simplified terms (I like those), you have two options if you want to launch a business in Germany: A sole proprietorship (Einzelunternehmen), or a limited liability company (GmbH).
In even more simplified terms, here’s a super-simplified “flowchart” of how to decide what to choose:
- You want to hire people right now, or you’re in a super risky industry where people get constantly sued: Choose a GmbH.
- Everything else: Choose an Einzelunternehmen
If you need more details, here’s a quick comparison table. I won’t go into much detail here though (let me know if you’re interested) because this article is about founding the GmbH. If the GmbH is not for you, you can congratulate yourself an avoiding a lot of complexity (good job!) and stop reading here.
| Einzelunternehmen | GmbH | |
|---|---|---|
| Initial share capital required | 0€ | 12.5k€ |
| Founding costs | Nearly free | ~900€ |
| Yearly bookkeeping costs | Nearly free | 1.000€ – 2.500€ |
| Monthly bookkeeping costs | 0-100€ | 100€ – 400€ |
| Liability | You are personally liable | Liability limited to company |
| Yearly profits taxed at | Your tax rate (up to 45%) | Corporate tax rate (30%) |
| General complexity and pain | Low | High |
Now, assuming you still want to move forward with the GmbH, let’s start (finally)!
Step 1: Choose a Name, But Don’t Consult The Only People You’re Allowed To Consult
You might think that choosing a name for your company would be trivial. This might be true in startup-friendly and digitalized countries. Germany is neither.
The first and somewhat obvious aspect is that you can’t choose a name which already exists – so if someone else has founded Magic Software GmbH, you can’t choose that name. Look it up in the company registry (Handelsregister) here (be warned: Windows 95 vibes, and the website is down sometimes).
The second and much more confusing aspect is that, theoretically, your company name shouldn’t consist of words which are commonly used. I noticed this when I attempted to found OpenRegulatory GmbH – the fact that “Open” and “Regulatory” are both commonly used words makes this an invalid company name.
Yes, seriously!
So the obvious question is “what are commonly used words”. The answer is simple, pretty much any word in a dictionary. Yeah, great.
So, if you want to name your company Magic Software GmbH, that’s technically not possible, because “magic” and “software” are entries in a dictionary. However, if you name it Magic42 Software GmbH, that’s totally fine, because “magic42” is not in the dictionary.
And now the next obvious question is “why does this apparently not apply to other people”, because there are lots of companies with “invalid” names which apparently exist: ResearchGate GmbH, Delivery Hero GmbH, GetYourGuide Deutschland GmbH.
The answer is that the enforcement of this rule is very random, and it literally depends on whoever is in charge of entering your company name into the registry. Different people have different interpretations of this rule, apparently.
So can you get some sort of consultation whether your planned company name is okay? Yes, you can! There’s one institution, called the IHK, which offers this service.
Every company (includes yours in the future) has to become a member of the IHK and pay its fees, there’s no way to opt out. If you think this sounds really shady, you might be on to something! The IHK prides itself on supporting businesses etc., but then again, you can’t opt out, so I guess you just have to accept that they exist and do mostly-average-sometimes-very-mediocre work. The likelihood that you’ll ever get in touch with them and benefit from their work is around 1%.
.. And that 1% is right now, because the IHK is the only institution which has the authority to tell you whether your planned company name might be acceptable.
But – stop right there – don’t ask them, because their interpretation will be the most unpragmatic interpretation you can imagine. Here’s my abbreviated dialogue with them when attempting to found OpenRegulatory GmbH:
Oliver: I want to found a company called OpenRegulatory GmbH. Does that work?
IHK: No. Because the name consists of common words.
O: But what about ToolTime GmbH, JustWatch GmbH, RIDE GmbH, BioWink GmbH, etc.?
IHK: That would depend on whoever entered it into the registry that, it’s subjective. You could add a number or a phantasy word (yes, seriously) to your name.
O: What about spaces? OpenRegulatory123 vs. OpenRegulatory 123?
IHK: Spaces don’t matter.
O: How about OpenRegulatory.com GmbH?
IHK: Domains are not allowed.
And that, dear reader, is the story how I settled on “OpenReg GmbH”. A daily and painful reminder of arbitrary German bureaucracy.
Don’t ask the IHK about approval for your company name. Just go for it.
By the way, what happens if the person who enters it in the registry declines to enter your chosen company name? Then you have to repeat step 2 again and you’ll lose a few more weeks, see below.
Step 2: Find a Notary Public Who Picks Up The Phone
Your next step is to actually incorporate your company. You might think there’s an online form for that. No, not in Germany. You have to make an in-person appointment with a notary public – that’s a person who reads out documents for a living and ensures it’s actually you who appears at their place, not e.g. a con artist who secretly incorporates companies under other people’s names (beware).
So time to pick up your phone, open Google Maps and search for a notary public (Notar) close to you.
I’ve collected some criteria how to select a suitable Notar:
- They pick up the phone.
- They actually are willing to give you an appointment and are not booked out.
High, expectations, I know. Once you’ve found a suitable Notar, they might send you an email with one of those crappy PDF forms to fill out (yeah, those without text fields). You’ll enter your address, company name (hope you chose a good one), articles of association and share capital. Talking about those two things..
Step 2a: Articles of Association: Use The Musterprotokoll
Your articles of association (Gesellschaftervertrag) contain the rules of your company, e.g. who owns how many shares and who can make decisions.
You don’t have to draft one yourself though: You can use the official German template (Musterprotokoll) which covers the most simple cases, e.g. if you’re a solo founder.
In all other cases, e.g. if you have Venture Capital investors (ugh), you might have to use whatever your investors want and/or engage a lawyer to draft one for you which opens yet another gigantic can of worms. I’ll just skip that possibility here.
Instead, the magic word is Musterprotokoll.
Step 2b: Share Capital: Two Hacks
I skipped over this before in the spirit of simplification, but will have to give you a brief summary on share capital now. In short, a GmbH needs 25k€ initial share capital, so that’s the sum you’ll be paying into the company bank account from your private savings. Luckily, the money doesn’t disappear – you can use it within the GmbH to pay bills (most likely the ~1k€ notary and incorporation costs which will become due soon!). But you can’t use the 25k€ privately anymore as it’s part of the company now.
There are two small hacks here which I’ll just briefly mention:
- You could either only pay in half of it (12.5k€) and transfer the other 12.5k€ some time later;
- Or, you could not found a GmbH but a UG instead which can have a share capital of less than 25k€, e.g. 4k€ (choose a sum which is above the initial incorporation costs because otherwise your company will be bankrupt after a few days – not a good idea).
For simplicity’s sake, I assume you’re rich and have 25k€ lying around which you’ll use to found your GmbH. I did found a UG in the past, too, with 4k€, so that’s your alternative.
Step 3: Finally Go To The Notary Public (Notar)
Now, let’s hope that you get an appointment at the Notar within the next two weeks or so. Let’s also hope you spent the time in a productive manner and not just sitting around and watching YouTube videos like I did.
Go to the Notar. Don’t forget your ID or passport because that’s their foolproof way of identifying you and ensuring you are you and not a mysterious con man setting up companies in your name.
The Notar will read out your company’s articles of association to you. Yes, they will read it out even though both of you already know it. And yes, even if you use the official German template, they will read it out.
It might seem ridiculous, two grown-up people sitting in a room and reading out a company incorporation template provided by the state. If you’re currently learning German, you can treat it like a listening exercise (a very expensive one).
After that’s done, you will sign various documents.
And that’s it! Your company is incorporated.. kind of. But you are not done at all and many days still lie ahead on your journey, young hobbit. On to the next step.
Step 4: Receive Documents From Notar
The Notar will now finalize the documents you just signed and send them to you. If they’re super digital, they’ll send you scans of the paper sheets you signed via email. And if they’re super fast, they’ll send them on the same day. Remember: These are the documents you just signed, so the critical path here is about one of the Notar assistants putting your just-signed documents in a scanner and sending them to you via email.
They might forget about it though, or they might only send it via snail mail.
Step 5: Find a Bank Account
Your company is now in the weird situation of being partially incorporated. This is resembled by the fact that you refer to your company now as “Magic Software GmbH i.G.” where the i.G. means it’s currently being incorporated (in Gründung). In theory, you could now sign contracts and send out invoices with this weird name, but no one does that, because it seems a bit awkward.
What you should do instead is set up a bank account, because you now have a chicken-and-egg situation:
Situation: Your Notar needs proof that your company has a bank account and the share capital (25k€) has been paid in to finish the official company registration in the Handelsregister (= the Windows 95 website).
Problem: To open a bank account, your company needs to be in the Handelsregister.
The easy solution to this is that most German banks allow you to open a company bank account even though you’re not in the Handelsregister yet. Just be sure to keep the “i.G.” thing behind your company name for the time being.
Two important points on how to save time here!
- International “startup” banks like Wise generally don’t support this, so don’t even try! You’ll lose multiple days going back and forth with their support, like I did. You can open a Wise bank account later when you’re properly incorporated.
- All the old-school banks in Germany (those with brick-and-mortar branches) generally are super slow and will take multiple weeks to open your bank account.
Instead, choose a startup bank which openly supports German companies which are currently being founded. In the past, I used Penta for that but they got bought by Qonto. From what I hear, the same should now be possible with Qonto.
If they’re fast, you can get all of this done in a day (including the awkward KYC video call with a friendly person in an Eastern European country).
Step 6: Pay In Share Capital
The next step, for a change, doesn’t involve waiting for a slow institution and is instead completely up to you: Pay in your share capital – those are the 25k€ I mentioned earlier. Your notary might have given you some hints on which text they’d like to see in the transaction description, e.g. “Stammeinlage Gesellschafter <your name>”.
Step 7: Forward Bank Account Paperwork To Notary
Once that’s done and the share capital has arrived in your fresh new company bank account, you need two confirmations which you’ll send to your notary:
- A confirmation that your company now has a bank account at whatever bank you chose earlier.
- The most recent account statement which shows that you paid in the share capital of 25k€.
Send those PDFs to your notary via email.
Step 8: Waiting For The Notary And Registration In The Commercial Registry (Handelsregister)
With that confirmation in hand, your notary will now begin a highly sophisticated digital manoeuvre: They will perform an “XML upload” (yes) to the German commercial registry (Handelsregister) to finalize your company registration. Ah, and they will charge you for that, too, adding to your total incorporation costs of approximately 1k€ (remember your listening exercise?).
Now begins another waiting period, because this upload has to be manually approved by those famous people who approve company names (remember?. Not the IHK people (phew), but the actual people who work at the registry. As noted above, these people have highly subjective and varying ideas about company names, so the big question now is whether your name gets rejected if you used commonly-used words.
This usually takes another 1-2 weeks, but it might take longer based on how busy or understaffed the commercial registry is.
Two possible outcomes:
- Your name gets rejected. Sad dog face. Move back to step 2 and lose multiple weeks. Yes, seriously.
- Your name gets approved. You will receive a “preliminary invoice” from the commercial registry.
Step 9: Pay Preliminary Invoice
The Handelsregister will send you a preliminary invoice (150€ for me at the time). You have to pay it so that your registration moves forward.
You can use your company bank account (with the 25k€ in it) for that, because these are, well, company-operational costs.
If you want to save a few days, you can in theory go there in person and pay in cash (yes, seriously). Not sure if it’s worth it though.
Step 10: Download Confirmation From Commercial Registry
The waiting game now entails to check the Handelsregister daily by entering your company name as a search term. After 1-2 weeks, it should be listed and you can download a PDF confirmation of its listing which is your official proof that your company exists!
Your notary will likely also be checking this and they’ll also send you a confirmation at some stage.
So are you done? Can you write invoices now? No. You still need your tax ID – to be exact, two tax IDs. But before we get those, an important word of warning.
Step 11: Danger: Brace For Handelsregister Spam
This is crazy and might make you feel like you’re in a developing country. In short, there are very shady organizations which monitor new entries in the Handelsregister, and they will send your company invoices which look like invoices of the Handelsregister, but they are not (remember, you already paid the 150€). They call these services “registry services” or so and attempt to exploit the confusion of founders like you (can’t blame you, the whole process is confusing).
Ignore them and don’t pay them.
Onwards to the two tax IDs.
Step 12: Filling Out The Fragebogen Zur Steuerlichen Erfassung
Take a deep breath, because this is just painful. Yes, your company is incorporated, but until now, the tax authorities don’t know much about it. Wait, you thought that your data was transmitted there automatically? Think again.
It’s now up to you to fix that by filling out a form called “Fragebogen zur steuerlichen Erfassung”. It can best be translated as “questionnaire for tax registration”.
It is 10 pages long. Yes, 10 pages! Even I as a German thought some of the questions were quite tricky because they were written in bureaucratic German. Here’s an example:
Die Gesellschaft ist in nur einem EU-Mitgliedsstaat ansässig und der Gesamtbetrag – ohne Umsatzsteuer – der oben bezeichneten Umsätze an in anderen EU-Mitgliedstaaten außerhalb des Ansässigkeitsstaats ansässige Nichtunternehmer überschreitet im laufenden Kalenderjahr nicht 10.000 € und hat dies auch im vorangegangenen Kalenderjahr nicht getan.
DeepL translation attempt:
The company is domiciled in only one EU Member State and the total amount – excluding VAT – of the above-mentioned sales to non-entrepreneurs domiciled in other EU Member States outside the country of domicile does not exceed € 10,000 in the current calendar year and did not do so in the previous calendar year.
Good luck. Here are some quick pointers:
- Most important: Tick the checkbox to request a EU VAT ID – you’ll need that for registering with online payment processors (Stripe, Paddle, etc.), and for writing invoices for customers in the EU (outside of Germany).
- Estimate your revenue at 0€ for now unless you have real reason to believe otherwise (do you have paying customers lined up already? probably not). That way, you only have to pay corporate tax at the end of the year based on your actual profit (vs. having to prepay tax every quarter).
- Tick “Bargründung” – you founded your company by paying in 25k€ in cash, not by putting in random items (e.g. property).
- Tick “Sollversteuerung” which means you pay taxes based on the invoices you send and receive, not based on money you actually send and receive (requirement for GmbH, I think).
Still, the form is a pain. Good luck. The good news is that if you screw it up, your tax advisor can likely talk to the authorities and fix it. Talking about tax advisors..
Step 12a: Finding a Tax Advisor And Bookkeeper
If you haven’t noticed yet, dealing with the financial and tax authorities in Germany is a huge pain – not because they’re evil people (they’re often actually really nice!), but because of all the clunky systems and processes around it. Communication with them is often via physical snail mail. Some forms can be submitted electronically, others can not.
Additionally, your company is required to do monthly bookkeeping to, among other things, calculate the total VAT you charged your customers and transferring that to the authorities. I still haven’t fully gotten into how the hell all of this bookkeeping works, and neither should you – you have better things to do, like running your company and generating revenue.
So my somewhat unfortunate recommendation is to look for a tax advisor who also offers bookkeeping and outsource everything to them. Unfortunate, because I feel like this creates yet another middleman who profits from the complexity of the system.
The benefit is that you only have to upload your invoice PDFs every month to whatever broken web portal your tax advisor offers, and they’ll take care of the rest, including handling questions of the tax authorities if they come up.
The costs for this differ, but a good rule is to select a tax advisor who charges you a flat fee based on your company revenue. Other tax advisors charge 100-150€ / hr based on the hours they spend, not recommended.
As a side note, I’m currently re-evaluating this – some “new generation” tax advisors offer more innovative approaches of enabling you to do your own bookkeeping in fancy SaaS software, while they only review it.
Step 13: Receiving Your Tax ID
After your tax form (step 10) has been processed, you should receive your company’s German tax ID in the snail mail. This tax ID will finally enable you to write invoices. It usually has the format of xx/xxx/xxxxx where x is a number. Add those to your invoices (“Steuernummer: xx/xxx/xxxxx”) and you’re now ready to create invoices!
Don’t confuse this with the EU VAT ID though which usually arrives slightly later.
Step 14: Receiving Your VAT ID
A few days later, your EU VAT ID should arrive, also via snail mail. Its format is usually DEXXXXXXXXX where X is a number. You should add it to all invoices because it’s required for non-German EU customers. It’s also required to sign up for payment processors like Stripe and Paddle.
Done!
You’re done already! Only 14 steps and around 6 weeks in total, and your German GmbH is set up.
Now you’re ready for business! Hopefully your prospective customers haven’t disappeared while you were busy setting up your GmbH.
Optional Optimizations
Here are a few optional ideas about what to do next:
Switch Banks?
You could move to a bank which is better and/or cheaper than your current bank, because now your search is no longer limited to banks which allow partially-incorporated companies. I use Wise as their offering is pretty good. That being said, they have a weird habit of automatically deactivating accounts from time to time and their support is sometimes ridiculously bad, so I can’t fully recommend them.
In a very ironic turn of events, you could even consider moving to a brick-and-mortar bank now! You’re no longer in a rush as your company is already incorporated and has a bank account, and the benefit of brick-and-mortar banks is that they usually don’t lock you out of your account randomly every now and then. If you’re undecided, that’s also fine, because a company can have multiple bank accounts. Why not have both?
Liquidity Planning
You’ve got 25k€ in your bank account, but that might not last you very long. At the very least, all the fees including the notary will reduce that by around 1k€, and if you pay yourself a salary or hire someone, money will disappear fast – an average software engineer in Germany can easily cost you 6-8k€ / month. You could transfer more money to your company by giving it a loan – make sure to create all the paperwork for that though, i.e. create a loan contract (yes, with yourself) before you transfer the money.
Tax Considerations
Some quick thoughts about taxes.
Corporate Taxes & VAT In Germany
Germany taxes company profits at approximately 30%. In simplified terms this means that, at the end of the year, whatever money is left over, gets taxed at 30% – so make sure to not spend it (nervous chuckle). Here’s an example: You receive 200k€ in money over the course of a year (revenue) and you spend 100k€ on costs like salaries and hardware. Your profit at the end of the year is 100k€ which gets taxed at 30%, so you have to pay 30k€ in taxes and only keep the remaining 70k€. Quite a lot of taxes here.
You charge your customers VAT and pay it at the end of the month: On your invoices, you add VAT, e.g. when selling to German customers (19% currently). You don’t get to keep that though. Instead, you transfer the total VAT of each month to the tax authorities – so make sure you don’t spend it.
Things get more complex if you sell stuff to customers within the EU, but outside of Germany. I’ll skip that complexity here and maybe write about it another time.
Holding Company?
Talking about taxes, there’s one rather huge optimization you can do: Instead of owning your company yourself, you can create another company first which holds it.
So, specifically, the first setup I described above would look like this, let’s call it Scenario 1 (direct ownership):
You (private person) own 100% of shares of Magic Software GmbH.
Instead, you could do this holding thing, let’s call it Scenario 2 (holding):
You (private person) own 100% of shares of Magic Holding GmbH, and Magic Holding GmbH owns 100% of shares of Magic Software GmbH.
What’s the benefit? Let’s look at how things are taxed with the 100k€ profit I mentioned earlier.
Scenario 1: Direct Ownership
Magic Software GmbH makes 100k€ in profits. Those get taxed at 30%, so 70k€ remain. If you want to pay out these profits to yourself (as you own 100% of the company), you’ll have to pay an additional ~26% capital gains tax on the 70k€, so you end up with around 51k€.
Scenario 2: Holding
Magic Software GmbH makes 100k€ in profits. Those get taxed at 30%, so 70k€ remain. If you want to pay those out, the first step is now to pay it out to Magic Holding GmbH, because that company is the owner of Magic Software GmbH, not you.
And here’s the benefit: In simplified terms, you don’t pay taxes then. So you take 70k€ out of Magic Software GmbH and pay it out into Magic Holding GmbH and still have 70k€.
In the Magic Holding GmbH, you could e.g. invest it in ETFs and leave it there until you really need it.
And then, if you pay it out from Magic Holding GmbH to you personally, then yes, you pay ~26% capital gains tax – but the huge benefit here is that it could accrue investment returns in the meantime!
There are also some pretty huge other optimizations here – e.g. you couldn’t even take it out of your holding company and instead buy stuff within your holding company, like property or airplanes (yes, seriously) and then rent that stuff out to you as a person. But this, dear reader, is pretty much exactly where my knowledge ends.
I did end up going for the holding thing because the benefits really are great, and if you haven’t noticed by now, if there’s one thing Germans love, it’s optimizing their taxes. The drawback of holding construct is that you have to found your holding company first, so you have to go through all of this twice.
Hope I saved you some time. Good luck!
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