In Germany, the GmbH is the most commonly used form of a corporation and offers founders numerous advantages. When setting up such a limited liability company, however, there are a few things to consider in order to achieve your goal without complications. So what is important when founding a new GmbH?
The articles of association as the basis of the company
The first step to successfully founding a GmbH is usually to conclude the articles of association. This represents a kind of contract in which the rights and obligations of the partners are defined. Depending on whether you found the GmbH alone or in a team with others, the company shares are also determined here. The shares should be distributed among the individual shareholders depending on their skills, the working hours invested and their respective responsibilities. Then the essential company data must be defined, including above all:
- Name of the company
- object of society
- seat of the company
- Number and name of shareholders
- ownership structure
- Name of the manager
It is advisable to draw up the articles of association together with a notary. A notary must at least certify the articles of incorporation. In addition, he or she also helps with the necessary documents for the commercial register entry and submits them to the responsible register court.
business account and share capital
After certification by a notary, the founding company is already capable of acting (GmbH i. Gr.). Now the share capital of 25,000 euros has to be paid into a newly founded company account. To open an account, the bank must be presented with the notarized articles of incorporation. The proof of the payment must be kept safe in the business documents, this is required in the event of any liability claims.
With the share capital, the company is liable for all business transactions and activities. If the business risks in the respective field of activity are comparatively high, it is possible to increase the share capital. Such a capital increase also generates other benefits, such as improving creditworthiness. The following link provides further information about the reasons for a capital increase.
Once the articles of association have been notarized, the share capital has been paid in and the entry in the commercial register has been made, the GmbH can be registered with the responsible trade office. For this purpose, any required permits must be submitted, which may vary depending on the industry and business area. After successful registration, the trade office will inform the responsible tax office, which will issue a tax number after filling out the tax registration form. Now the GmbH can officially start its business activities. The following steps must then be taken:
- Registration with the responsible trade association
- Take out important insurance policies
- Preparation of the opening balance sheet and the necessary business papers
- Application for a sales tax identification number (if the GmbH is also to operate internationally)
- Application for a company number at the competent Federal Employment Agency (if employees are to be hired)
Conclusion
Establishing a GmbH requires relatively little effort and usually takes about 8 days. Entrepreneurs or shareholders who want to limit their liability can also benefit from tax advantages. It is advisable to seek advice from a specialized lawyer when setting up a company in order to be on the safe side legally.