Setting up AppGreenhouse GmbH took us over 2 weeks. It can take a lot longer than that if you are not careful. With our tips, you can make it even quicker than we did.
Note: A GmbH is the standard form of limited liability company in Germany. There are other options such as the UG (Haftungsbeschränkt), GmbH and Co KG and more. Most of what follows applies to these variants as well.
Step 1: Preparing the Satzung (Articles of Association)
You will definitely need a Satzung (Articles of Association). It describes who owns which percentage of the shares in the company and also defines a lot of other useful stuff such as how and when the shares can be sold. I would strongly recommend getting a lawyer involved, as there are a lot of pitfalls here. If you really want to take a standard one, here’s a link to one provided by the Frankfurt Chamber-of-Commerce.
Top-Tip: If not everyone is a German speaker.
Prepare the documents in multiple languages and find a notary who speaks the other language(s). Alternatively you could take a translator along to the notary in the next step.
Step 2: Going to the notary
All the shareholders have to visit a notary in person. If any of the shareholders is a company, then an authorized representative of the company should attend. It is not essential that everyone goes to the same notary at the same time, but it’s definitely by far the easiest and quickest way.
The notary will read the entire document out loud, making corrections as they go if necessary and then ask everyone to sign. Some notaries will set up companies with the documents in English and German and read the Articles of Association in English. (You’ll need to have the documents prepared in German and English. If you want the notary to deal with the translation, you’ll incur considerable costs and delays).
The notary provides each of the shareholders with an official copy of the Articles of Association, stamped with their seal. Most notaries do not provide this immediately on completion of the appointment, but send them out by post a day or so later. To speed things up, clarify with the notary that you will collect the document, ideally an hour or two after the appointment.
Wait! There is more
You might think that being in possession of this document shows that your GmbH has been set up and is ready to trade, but this is not the case. At this stage, your company is the status “in Gründung”, (“in setup”), and it does NOT have limited liability. The document is very important however. Right now, you’ll need this to open the bank account.
To complete the setup of the GmbH, it has to be entered in the Commercial Register and while at the notary, the future Geschäftsführer (Managing Director(s) – there can be more than one) also have to sign a document requesting the registration of the company in the Commercial Register. However, the Notary is not allowed to submit the application to the Commercial Register until they have proof that the initial share capital has been paid in. See steps 3 and 4.
Top-Tip: Put your company name on the mailbox on the day you go to the notary!
Soon, your company will start to receive mail (real letters, not email) to the address you registered when at the notary. So make sure you put the company name on your mailbox at the registered office address. I forgot this, which nearly caused a disaster.
Step 3: Opening a company bank account
The next step is to set up a bank account. You’ll want to do this as soon as possible after visiting the notary. We chose Deutsche Bank for AppGreenhouse, so I’ll describe what happened there. I visited a branch or Deutsche Bank, coming straight from the Notary with Articles of Association, but was told that I needed to call the business team, which I did and got an appointment the same day.
I was initially told that all shareholders needed to attend the appointment. However, they relented and said that it would be OK if I, as Managing Director, came alone. It later transpired that coming alone meant that they would not activate the Online Banking (for reasons which would go beyond this post).
I assumed that I would walk out of the bank with the account number in my hand and the account ready for use. Not so! But to make sure I got it as quickly as possible, I called the bank each day and after two days the account was active and I was given the account number over the phone.
Top-Tip: If any of your shareholders are not EU citizens.
Some banks will not open accounts for companies if any shareholder is from a problematic country. US-Citizens are at a particular disadvantage here because of FATCA. So if any of your shareholders are non EU citizens, check with your bank before you try to open an account. I am told that Fidor Bank will take companies with US shareholders, but you should check.
Step 4: Paying in the initial share capital, and proving that it has been paid
As mentioned in Step 2, the notary is not allowed to submit the registration of your company to the Commercial Register until they have proof that the initial share capital has been paid in.
Top-Tip: Make sure everyone has the money ready and is able to do the transfer!
- Remind all the shareholders well in advance (at the latest at the notary) that they need to have their initial share capital ready for immediate transfer, e.g. not in a savings account
- Ask all shareholders to ensure that the account which will be used to transfer the share capital has a sufficient transfer limit. Many banks have a standard limit of €3.000€. This can normally be increased on request, but this can take a couple of days.
- As soon as you have the bank account details ready, provide them all shareholders, and request they do an immediate transfer.
Once the money has been transferred, you then need to provide proof to the notary. German Notaries are not allowed to accept anything except a bank statement from the company’s bank. Online-banking screenshots from shareholders are definitely not acceptable.
Step 5: Paying the registration fee.
Four days after providing the notary with the bank statement proving that the initial share capital has been paid in, I called the notary to enquire if the registration had completed. “Have you paid the registration fee?” the notary replied. Of course I had not, not being aware that this was a prerequisite for the registration.
In Berlin – and I assume that this is the same as in other parts of Germany – the Commercial Register sends by letter a demand for payment of the registration fee a few days after receiving the registration application from the notary. Ours took 5 days to arrive, and I thought it lost in the post – so I called the Berlin Commercial Register. They agreed to fax the letter (no chance of email). The letter required the payment of €155.
Top-Tip: Pay in cash!
Pay in cash at the payment counter of the Commercial Register. Payment by bank transfer is allowed but could delay the registration process considerably.
Another Top-Tip: Call the Commercial Register!
I imagine you can speed up the process by at least one day by calling the Commercial Register. Get the letter faxed out and then go straight to the payment counter.
Step 6: Getting your company registration number
Getting your company registration number is a key milestone because it means your company has been entered in the Commercial Register which means you are able to trade with limited liability.
I asked at the Berlin Commercial Register how long it would take after the registration fee had been paid and was told: up to two working days. In fact, it only took one, but I wasn’t aware that the registration had taken place until a day later.
Top-Tip: Check your registration status.
You can check if the registration is complete by entering your company name here:
https://www.online-handelsregister.de/. You don’t actually need to use their paid service to get a copy of your registration certificate, as this should arrive by post a day or so later.
So now, you have your registration number and registration certificate, you think you’re ready to go. Not so! There are still some steps to go until you are fully done.
Step 7: Back to the bank
First time around, I had to open the account in the name of “AppGreenhouse GmbH in Gründung”, and was told that I would have to come back to the bank for a 2nd appointment to convert the account to “AppGreenhouse GmbH” once the registration in the Commercial Register was complete, which I duly did. Only then was I allowed to apply for online-banking. As I said above, I’m not sure if other banks would need you to do this step, but you should definitely check.
Top-Tip: Sign up with TransferWise!
It’s worth mentioning at this point that if you are planning to use any services, paid by credit card but not charged in Euro, e.g. G-Suite, Github, Jira or Figma, if you use a normal German credit card, you’ll pay a lot of extra fees. I recommend TransferWise for this. They’re also awesome if you’re planning to receive money in another currency. Now would be a good time to open the account with them, as it also takes a couple of days.
Step 8: Getting a Tax number and a USt-IdNr
Lastly you need to register your company with the local Finanzamt (Tax office) to get a Tax number. There are two different ones for companies, the Tax number (Steuernummer) and the USt-IdNr. You would have thought that this would happen automatically but it does not. You need to apply for them both, and it can take ages! For AppGreenhouse we had to wait almost two months for these two numbers to be issued.
Top-Tip: Not having a Ust-ID can be very painful.
If you’re planning to use services supplied by a company outside Germany, you’ll end up paying their local VAT. So you should apply to get them as soon as registration is complete.
Isn’t it over yet?
Having done Step 8, you’re basically done. If you are going to have any employees, you’ll need to register for a Betriebsnummer; You can do that here:
You’ll also get a letter from the GEZ (TV license authority), which will bizarrely require you to register your company for a TV license.
Top-Tip: Watch out for scammers!
There are a lot of scammers who send out official-looking letters to newly registered companies attaching invoices for significant sums of money. I haven’t received any so far, but in case any turn-up, be careful!
Disclaimer: This blog is intended to help you. This post does not replace legal advice from a lawyer. We have written this article to the best of our knowledge and accept no liability for any incorrect information.