Company formation in Germany.
All legal forms, compared.
GmbH, UG, AG, KG, GmbH & Co. KG, Einzelunternehmen, Zweigniederlassung. Pick the form before you pay the notary, not after.
Germany offers seven ordinary legal forms for commercial activity: UG (haftungsbeschränkt), GmbH, AG, KG, GmbH & Co. KG, Einzelunternehmen, and Zweigniederlassung for foreign parents. They differ on capital, governance, liability, tax treatment, and how banks and counterparties perceive them. The right choice is rarely obvious from the brochure lines.
The legal-form matrix
Pick by answering three questions in order: (1) how much capital can you lock? (2) do you want a corporate shield or unlimited personal liability? (3) will outside investors, lenders or large counterparties need to see a specific form?
Forming for a foreign parent
A Branch (Zweigniederlassung) under § 13 HGB is registered separately at the Handelsregister and can sign contracts in its own name, but liability sits with the parent. A subsidiary GmbH is a separate legal entity with its own liability shield; it needs a €25,000 Stammkapital and sits on its own balance sheet. We pick based on tax treaty, liability appetite, and procurement requirements.
Speed option: shelf companies
When you cannot wait 3 to 6 weeks, a shelf GmbH (24 to 72 hours) or shelf AG (5 to 10 days) closes the gap at a premium. See also shelf UG.
Tax applies almost identically
Every corporate form carries the same stack: Körperschaftsteuer 15% plus Solidaritätszuschlag 5.5% on KSt (§ 4 SolzG) plus Gewerbesteuer at the municipal Hebesatz. Partnerships (KG, GmbH & Co. KG) are tax-transparent at partner level for income tax but still pay Gewerbesteuer at entity level. See our corporate tax guide for the city-by-city breakdown.
After formation
Every commercial entity needs monthly bookkeeping, VAT registration if cross-border, a business bank account, and Transparenzregister UBO filing. For non-residents, also plan a § 21 AufenthG visa or Blue Card.
The 7-step formation pathway
The 7 legal forms at a glance
| Form | Statute | Min capital | Paid-in | Liability | Fits |
|---|---|---|---|---|---|
| UG (haftungsbeschränkt) | § 5a GmbHG | €1 | Full | Limited | Solo, bootstrap |
| GmbH | GmbHG | €25,000 | €12,500 | Limited | Standard commercial |
| AG | AktG | €50,000 | €12,500 | Limited | Institutional, IPO-path |
| KG | HGB §§ 161ff | , | , | Partner-mixed | Partnership |
| GmbH & Co. KG | HGB + GmbHG | GP + KG | , | GmbH as GP | Tax-transparent |
| Einzelunternehmen | HGB § 1 | , | , | Unlimited | Solo, lean |
| Zweigniederlassung | HGB § 13 | , | , | Parent's | Foreign parent entry |
Often booked alongside this one.
GmbH formation
Standard choice, €25,000 capital, 3 to 6 weeks.
UG formation
Bootstrap form from €1 under § 5a GmbHG.
AG formation
Institutional vehicle, €50,000, supervisory board.
Branch registration
Zweigniederlassung under § 13 HGB.
Shelf GmbH
24 to 72 hour alternative to fresh formation.
Holding-GmbH
95% participation exemption under § 8b KStG.
Frequently asked questions
What is the cheapest legal form to form in Germany?
UG (haftungsbeschränkt) from €1 under § 5a GmbHG, formation cost €300 to €900 notary + HR. It retains 25% of profit until it reaches GmbH capital, at which point it can convert.
How fast can I register a company in Germany?
24 to 72 hours if you buy a shelf GmbH. 2 to 4 weeks for a UG. 3 to 6 weeks for a fresh GmbH. 6 to 10 weeks for a fresh AG.
What is the minimum share capital across German legal forms?
UG €1, GmbH €25,000 (€12,500 paid-in), AG €50,000 (€12,500 paid-in). Partnerships have no statutory minimum; sole proprietorships have no capital requirement but also no liability shield.
Does a non-resident need to travel to Germany to form a company?
Not strictly. A notarised and apostilled power of attorney lets our notary execute the Beurkundung on your behalf. Some banks still require video KYC for the operating account.
GmbH or UG, which do I pick in 2026?
GmbH if you have €25,000 and want banking and VC credibility. UG if you do not, and plan to convert later. Full comparison here.
When is an AG the right structure?
Planning an IPO, issuing multiple share classes, ESOP at scale, or institutional investors demanding AG wrapper. See AG formation and GmbH vs AG.
What is a Zweigniederlassung and when is it enough?
Autonomous branch under § 13 HGB. Registered at HR, can sign contracts in its own name, but liability sits with parent. Use when parent balance sheet is the credit story and you do not need a new legal shield. See branch registration.
How much does a full formation cost including notary fees?
Pass-throughs (notary + HR + IHK): UG €300 to €900, GmbH €700 to €2,900, AG €1,800 to €5,000. Our legal scope on top: UG €900 to €1,500, GmbH €1,800 to €3,500, AG €3,500 to €7,000.
What is the corporate tax rate in Berlin, Hamburg, Düsseldorf, Munich?
Combined effective: Berlin 30.175%, Düsseldorf 31.225%, Hamburg 32.275%, Munich 32.975%. Breakdown in our tax guide.
Can I form multiple entities under a Holding-GmbH?
Yes, and most serious operational or family-office structures do. § 8b KStG gives the Holding 95% exemption on dividends and capital gains from the operating subsidiaries.
What is the fastest path from signed engagement to operational HRB?
Shelf GmbH: 24 to 72 hours. Fresh GmbH with Musterprotokoll and cooperative bank: 2 to 3 weeks. Beyond that, plan 3 to 6 weeks for fresh GmbH.
Does German Firma handle bank account, tax registration and UBO filing in scope?
Yes, we run the full chain: notarial deed, HR, Finanzamt Fragebogen, BZSt USt-IdNr, Transparenzregister UBO, and bank introductions. Our fee is scoped case by case.
Tell us what you need
Engineered from Berlin, Hamburg, Düsseldorf and Munich. One partner per office, English contract, response within one working day.