Blog · 2026-08-11

Registering a GmbH in Germany in 2026: what it costs and how it works

What actually happens between the notary and the first euro in the company account, and why banking is the slow part

Germany is not where you go for speed or low cost. You go there for the market, for how counterparties and banks treat a German entity, and for the residence route. If your brief is simply I need an EU company to invoice from, Germany will lose to Estonia, Cyprus or Portugal on both price and timeline. If you intend to actually operate in Germany, there is not much of an alternative.

GmbH, UG or a branch

Three structures, three different jobs. Budget and purpose usually decide for you.

The blunt version on the UG: on paper it is a GmbH for one euro, in practice a token capitalisation gets you a company no bank will bank and no serious supplier will contract with. If you go the UG route, budget at least EUR 5,000-15,000 of capital, otherwise the saving buys you a year of standing still. A branch avoids the capital requirement but requires translated and legalised documents for the entire parent company, and all liability and reporting stay with the parent.

Share capital: EUR 25,000 and the half rule

The statutory minimum for a GmbH is EUR 25,000. Before the registration filing you only need to pay in half: each share must be at least a quarter paid up, and the total sitting in the company account must be no less than EUR 12,500. With a single founder, registry courts in practice expect exactly that EUR 12,500.

The part founders often discover late: the unpaid half is not forgiven, it is an outstanding obligation of the shareholder. It can be called in by shareholder resolution at any time, and in insolvency the administrator will call it in for you. Treat the second half as real money you still owe.

The capital itself is not a sunk cost. Once the company is registered it is working capital and pays rent, salaries and suppliers. That is why it sits outside our fees: the client pays it directly into the company's own account.

How the process runs

The notary

A German notary records the articles of association and the formation resolution. Two document formats exist: the Musterprotokoll, a standard template that is cheaper but only fits simple structures with up to three shareholders and no bespoke terms, and individually drafted articles, which cost more but let you build in share classes, transfer restrictions and veto rights.

Since 2022 a GmbH can be formed online by video conference with the notary. For most of our clients this is not usable: identification in that procedure requires a German electronic ID or an EEA passport with a readable chip. Third-country passports are not accepted by the system. That leaves two workable routes - attend the notary in person, or act through a power of attorney with a notarised, apostilled signature executed where you live.

Account and capital payment

Once the deed is signed the company exists as a GmbH in Gruendung. At this point the account is opened, the capital is transferred in, and the bank issues confirmation of receipt. Without that confirmation the notary will not file with the register.

Handelsregister

The notary files with the registry court. The first entry in the Handelsregister costs EUR 150 (a payment to the state) plus roughly EUR 30 for publication. Limited liability only becomes real once the entry is made - until then the founders are personally on the hook.

Trade registration and tax number

Next comes registration with the local Gewerbeamt (a municipal fee, usually EUR 20-70), a beneficial ownership filing with the Transparenzregister, and, most importantly, the Fragebogen zur steuerlichen Erfassung submitted to the tax office through the ELSTER portal. That questionnaire produces the company's tax number and, where applicable, its EU VAT number. A realistic turnaround is three to six weeks, though foreign-owned structures routinely draw follow-up questions that stretch it further.

Timeline

In a clean run - notary, account, register, tax office - you go from signature to a fully operational company in six to ten weeks. The bottleneck is always the same one: the bank. If the account takes a second or third attempt, the timeline doubles without much effort.

Registered address

The register records a German address where mail is genuinely delivered. A bare mailbox is a problem: if letters come back undelivered, the company runs into trouble quickly, up to forced deletion of the entry. The address also sets your trade tax rate, which is not a detail - the spread across the country is roughly two to one.

The bank account for a non-resident

This is the hard part, and we say so before the engagement letter, not after. German banks are conservative. The standard response to a company with a third-country beneficial owner, no resident director and no local counterparties is a polite decline with no reasons given. Savings banks and cooperative banks typically want an in-branch visit and evidence of a genuine local connection.

What helps: a documented source of funds, a director with residence or at least real presence in the country, a business description free of crypto, gambling and sanctioned goods, and pre-clearance with the bank before the company is formed. That is exactly why we run a separate package with pre-approval, secured before you spend anything on a notary. More on how we handle it on our German business accounts page.

Taxes

GmbH profits carry three charges: corporate income tax at 15%, a solidarity surcharge of 5.5% on that tax (another 0.825% of profit), and municipal trade tax. Trade tax is 3.5% multiplied by the local Hebesatz, so the final burden is a function of your address.

Dividends to a German-resident individual are taxed separately at roughly 26.4% including the surcharge. For non-residents, withholding is reduced by tax treaties, but relief has to be arranged in advance rather than argued about after payment. Worth planning around: corporate income tax is scheduled to fall from 15% to 10% in one-point annual steps starting in 2028. For 2026 the rate stays at 15%. Rates and deductions are broken down in our guide to taxes in Germany.

Accounting, reporting and audit

A GmbH keeps double-entry books, files annual accounts and publishes them in the company register. A small company files an abbreviated set. A statutory audit only kicks in once the company exceeds at least two of three thresholds in two consecutive years: EUR 7.5m balance sheet total, EUR 15m revenue, 50 average employees. In other words, almost no newly formed GmbH gets audited.

Budget separately for electronic invoicing. German businesses have had to be able to receive structured e-invoices since 2025. Issuing them becomes mandatory in 2027 for companies above EUR 800,000 in turnover, and for everyone from 2028. A PDF without embedded XML does not count as an e-invoice.

Residence under section 21

A GmbH does not hand you residence. Section 21 of the Residence Act grants a permit for self-employment where there is an economic interest or a regional need for the activity, financing is secured by equity or a credit commitment, and the business concept holds up. Since 2012 there has been no fixed investment figure or job-creation quota in the statute, and the assessment is genuinely discretionary: authorities weigh the viability of the plan, your entrepreneurial track record, and the effect on employment and innovation. Applicants over 45 must additionally show adequate pension provision.

The permit runs for a maximum of three years. After three years of self-employment with a business that is developing sustainably, you can apply for settlement. One clarification that saves confusion: German law lets you be the managing director of a GmbH while living abroad, and no residence permit is needed for that. But running the company from another country creates a real risk that the place of effective management sits there, and the tax consequences abroad usually cost more than the saving. How the company and the status fit together is on our German residence page.

What this costs with us

Paid separately, on top of our fees: the share capital of EUR 25,000, transferred by the client into the company's own account with at least EUR 12,500 in place before filing; the Handelsregister entry fee of EUR 150 and publication of roughly EUR 30 (payments to the state); trade registration of EUR 20-70 (a payment to the municipality); and the notary's statutory tariff. Annual accounting is quoted on transaction volume. The full scope is set out on our German company registration page.

When a GmbH is the wrong answer

If all you need is an EU bank account and somewhere to raise invoices from, a German GmbH is an expensive, slow way to solve a simple problem. If you plan no physical presence and no German business activity, the bank will see that and decline, and the tax office will ask where the company is actually managed. A GmbH earns its keep when you have German clients, staff, a warehouse, a licence, or a relocation plan. Otherwise it is more honest to look at the alternatives than to pay for prestige you will never use.

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