How do I establish a GmbH?
March 12, 2022 | 40,00 EUR | answered by Chloé Schmitt
Dear lawyer,
my name is Heike Müller and I am interested in founding a GmbH (limited liability company). I have already gained some experience in entrepreneurship and now want to start my own business. However, I am unsure about the exact steps I need to take to establish a GmbH.
The current situation is as follows: I already have a business idea, a business concept, and potential business partners who are willing to work with me. However, I lack the necessary know-how to establish a GmbH. I am concerned that I might overlook important steps or make wrong decisions that could have a negative impact on my company in the future.
Therefore, my question to you as an expert in corporate law is: How do I establish a GmbH? What specific steps do I need to follow and what documents are required? What costs can I expect and how long does the founding process typically take? Are there any specific risks that I should be aware of?
I would greatly appreciate it if you could provide me with a detailed guide on how to establish a GmbH so that I can successfully implement my project. Thank you in advance for your support.
Best regards,
Heike Müller
Dear Mrs. Müller,
Thank you for your inquiry regarding the establishment of a GmbH. I am pleased that you are considering taking the step towards self-employment and I will gladly provide you with detailed instructions on how to establish a GmbH.
First and foremost, it is important to know that the founding of a GmbH involves several formal steps. The first step is the creation of articles of association. This contract regulates the internal affairs of the GmbH, such as the management, the shares of the shareholders, profit distribution, and much more. It is advisable to consult a lawyer to create a tailor-made articles of association that meets your needs and requirements.
Furthermore, you will need to visit a notary to authenticate the articles of association. The notary verifies the formal correctness of the contract and certifies the signatures of the shareholders. Following this, the GmbH must be registered in the Commercial Register. For this, you will need a notarized founding certificate, which includes the articles of association and the list of shareholders.
The costs of establishing a GmbH consist of various factors. Notary fees for authenticating the articles of association and commercial register fees vary depending on the amount of share capital and can range from a few hundred to thousands of euros. Additionally, you should also budget for the costs of legal advice from a lawyer and possibly other expenses for the preparation of contracts and other documents.
The process of founding a GmbH typically takes several weeks to months, depending on the workload of the authorities and the Commercial Register. Once registered in the Commercial Register, the GmbH is legally established and can commence its business activities.
In terms of potential risks, it is important to ensure that the articles of association are carefully considered and all eventualities are covered. Additionally, you should familiarize yourself with the tax and legal obligations of a GmbH and, if necessary, consult a tax advisor to timely and correctly submit all necessary tax returns.
In conclusion, I would like to emphasize that establishing a GmbH is an important step that should be carefully planned and implemented. With the right preparation and advice, however, you can successfully realize your project.
I hope that my explanations are helpful to you and I am available for any further questions. I wish you success in establishing your GmbH.
Best regards,
Chloé Schmitt - Lawyer specializing in corporate law
