Leistungen A-Z

If you set up a limited liability company (GmbH), you are obliged to register it for entry in the commercial register. Only through registration does the GmbH arise and is fully legally competent.

Before registering the GmbH,

• the articles of association are available,
• the contributions in kind in full, and
• the cash deposits must be paid at least 25 percent of the respective nominal amount of each individual share.
• Overall, at least so much must be paid into the share capital that the total amount of the paid-in cash contributions plus the total amount of the shares for which contributions in kind are to be made reaches at least half of the minimum share capital, i.e. EUR 12,500.00.

The following documents are required for the registration of a GmbH:

• the articles of association,
• the legitimation of the managing directors, if they are not appointed in the articles of association,
• a list of partners signed by the applicants. This should contain the surnames, first names, dates of birth and places of residence of the shareholders as well as the nominal amounts and the serial numbers of the shares acquired in each case.
• an assurance by all applicants that the deposits have been made as prescribed and are finally at the free disposal of the directors,
• a report on the incorporation in kind with contracts and documents on the value of contributions in kind in the case of non-cash start-ups, and

• an assurance by the managing directors that there are no legal impediments to appointment and that the information on their unlimited duty to provide information to the court has been given.
• The application must also state a domestic business address as well as the nature and scope of the power of representation of the managing directors.

There are often several weeks between the preparation of the articles of association and the entry in the commercial register. Therefore, check the articles of association before registering again for its topicality.

The fees for entry in the commercial register depend on the registration effort.

Registration

To apply, please contact a notary.

• The notary advises on the formulation of the application.
• The registration takes place exclusively electronically, for this purpose a publicly certified document is created.
• The declaration is provided with an electronic signature (within the meaning of § 39a Beurkundungsgesetz/BeurkG) and sent to the electronic court and administrative mailbox of the register court.

Changes

Relevant information about your company, such as the registered office, the legal form or the authorized representative, has changed? Then please have the commercial register entry corrected immediately.

The registration takes place in the same way exclusively through a notary.

Responsible for the registration: The register court is the district court at the registered office of your company. The registration takes place via a notary's office.

§ 12 German Commercial Code (HGB)
§ 7 Law on Limited Liability Companies (GmbHG)

Special features apply to the entrepreneurial company: This is a special legal form variant of the GmbH, to which all regulations of the GmbH Act apply, unless expressly deviating special regulations exist. The share capital of the entrepreneurial company must be at least EUR 1.00 and may not exceed EUR 24,999.00. The company must use the designation "Unternehmergesellschaft (haftungsbeschränkt)" or "UG (haftungsbeschränkt)" in the company. Before registration with the commercial register, the share capital must be paid up in full, whereby there is a prohibition of contributions in kind.

No technical approval. If necessary, please contact the Ministry of Justice and for Europe and Consumer Protection.

Phone (0331 866-0)

Poststelle@mdjev.brandenburg.de