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XIPHIAS Immigration
Germany Company Formation — GmbH and UG for Foreign Founders

Is this for you?

  • At least one shareholder and one managing director (they can be the same person).
  • A German business address.
  • Articles of association notarised by a German notary.
  • Share capital paid in: at least €12,500 for a GmbH, or the full amount for a UG.
  • Valid passports; for a company shareholder, an apostilled or legalised register extract with a German translation.

Not for you if

  • Expecting the company alone to give you or your family a residence permit.
  • Not being able to pay in the capital before registration.
  • No German business address.

Not a match? Other routes in Germany

At a glance

Quick facts

No minimum investment; Timeline varies; 4 highlights

Minimum investment
No minimum
Currency: EUR
Typical timeline
From application start
Highlights
  • Germany
  • Company Formation
  • GmbH
  • Corporate Immigration

Company snapshot

GmbH: €25,000 capital, €12,500 paid inUG from €1100% foreign ownershipCorporate tax 15% + 5.5% surcharge
Entity type
GmbH (private limited company) or UG (haftungsbeschränkt); a branch or subsidiary for an existing foreign company
Ownership
100% foreign ownership allowed; the nationality and residence of shareholders and directors do not matter
Office / facility
German business address required
Indicative visa quota
Forming a company does not by itself give a residence permit
Bank account readiness
Share capital is paid into a business bank account before registration

Program overview

Advising Indian founders and companies on business immigration since 2009, from our Koramangala office in Bangalore.

Overview

Germany lets founders from outside the EU own and run a German company outright. The usual choice is the GmbH (Gesellschaft mit beschränkter Haftung), a private limited company with €25,000 of share capital, of which €12,500 must be paid in before registration. Founders who want to start smaller can use the UG (haftungsbeschränkt), the same company type from €1 of capital. Existing companies can also open a branch or a subsidiary.

The nationality and place of residence of the shareholders and managing directors do not matter. What matters is a German business address, notarised articles, the capital paid in and a clean set of documents. Forming the company is one project; living in Germany to run it is a second one, with its own residence permit.

Which company form

GmbHUG (haftungsbeschränkt)Branch
Minimum capital€25,000€1None (the parent is liable)
Paid in to registerAt least €12,500The full amount, in cashNot applicable
LiabilityLimited to the companyLimited to the companyThe foreign parent is fully liable
Profit reserveNo special rule25% a year until capital reaches €25,000Not applicable
Best forMost foreign founders and subsidiariesSmall starts, testing the marketExisting companies adding a German office

The formation steps

  1. Notarise the articles before a German notary. A simplified model protocol, at a lower fee, covers up to three shareholders and one managing director.
  2. Open a business bank account and pay in the capital, then send the proof of payment to the notary.
  3. Commercial register entry. The notary files the company with the local court; the company exists once it is entered.
  4. Trade registration with the local trade office before you start trading. It also signs the company up with the Chamber of Commerce (IHK).
  5. Tax registration through ELSTER within one month, including the request for a VAT ID.
  6. Transparency Register. Report anyone holding more than 25% as a beneficial owner, without delay.

Signing from India: in person or by power of attorney

Since 1 August 2022 a GmbH or UG can be formed by video with a German notary, but the identification must be a German eID card, a German electronic residence permit or an eligible EU eID. A non-EU passport is not accepted. A founder living in India therefore either signs in person in Germany (a Schengen visa, €90, covers the trip) or gives a notarised power of attorney, apostilled for use in Germany. Corporate shareholders need an apostilled register extract with a German translation.

Official costs

ItemAmountNotes
Notary, single-shareholder GmbH with €25,000 capitalAbout €230Chamber of Commerce estimate, plus expenses and VAT; set by the notary fee law and higher for more complex companies
Trade registrationAbout €20–65Depends on the city
Transparency Register€19.80 a yearPlus VAT
Schengen visa for formation trips€90Not a work permit
Share capital€12,500 paid in (GmbH) or from €1 (UG)Stays in the company

Register court fees, translations, apostilles and the tax adviser depend on your structure and documents; XIPHIAS quotes them per file.

Tax at a glance

TaxRate
Corporate income tax15% (until 2027)
Solidarity surcharge5.5% of the corporate tax, about 15.8% together
Trade taxSet by each municipality; about 14% of profit at the average rate
Overall burdenAbout 30% on average
Corporate tax from 202814% in 2028, falling one point a year to 10% from 2032
VAT19%, or 7% at the reduced rate

Company formation is not a residence permit

Owning a German company does not give you, or your family, the right to live in Germany. A founder who wants to run the business from Germany applies for a residence permit for self-employment under Section 21 of the Residence Act. It is judged on the business plan, its benefit to the German economy and secured financing, and it has no fixed investment amount. See our Germany investor and self-employment residence permit page.

With our Berlin partner, Nexus-Europe GmbH

Company formation in Germany is delivered with our partner Nexus-Europe GmbH, a Berlin firm that works on business development and investment in Germany. Nexus handles the German side: the notary, the commercial register, tax registration and the questions from German authorities. XIPHIAS handles your side from India: the first assessment, your documents, apostilles and translations, and, if you plan to move, the residence application for you and your family.

Start with a Company Set-up Audit

Before you form the company, Nexus offers a Company Set-up Audit: a 30-minute online session with their business set-up experts covering the right legal form and structure, the requirements and possible problems for your case, and a step-by-step formation roadmap. XIPHIAS clients get a partner discount on the audit. Ask us for your code and we will send it to you with its conditions.

Talk to our Germany business immigration consultants in Bangalore

XIPHIAS Immigration has advised Indian families and businesses since 2009, from our office in Koramangala, Bangalore. We were named Best Immigration Consultant by The Times of India in 2022. Our immigration consultants in Bangalore will take you through the requirements, costs and timeline for your specific case.

Sources

Notary (Notar)

Authority-specific notes

  • Notarises the articles of association; a simplified model protocol is available for up to three shareholders and one managing director.
  • Online notarisation by video has been possible for GmbH and UG formations since 1 August 2022, but only with a German eID card, a German electronic residence permit or an eligible EU eID. A non-EU passport cannot be used.
  • Founders from India or the UAE without a German residence permit sign in person in Germany or give a notarised power of attorney, apostilled or legalised for use in Germany.
Commercial Register (Handelsregister)

Authority-specific notes

  • Kept by the local court. The GmbH or UG legally exists only once it is entered.
  • Entry can come within a few days when the file is complete; questions from the court can add a few weeks.
Trade Office (Gewerbeamt)

Authority-specific notes

  • Trade registration is required before trading starts; the fee depends on the city.
  • The trade office passes the registration on to the Chamber of Commerce (IHK), which every company joins automatically.
Tax Office (Finanzamt) and Federal Central Tax Office (BZSt)

Authority-specific notes

  • The tax office issues the company's tax number after the registration questionnaire.
  • The VAT ID is issued by the BZSt; it can take some weeks and is sent by post only.