How do I establish a GmbH?
September 2, 2022 | 40,00 EUR | answered by Christian Ahlert
Dear Mr. Baumgart,
I am on the verge of starting my own GmbH, but I am unsure of how to proceed. I already have a business idea that I would like to implement and have also found potential business partners who would like to work with me. However, I lack the necessary knowledge and experience to successfully navigate the founding process.
Currently, I am operating as a sole proprietor and would like to convert my business activities into a GmbH in order to expand my business and limit my liability. However, I am unsure of the specific steps I need to take to establish the GmbH. What legal requirements need to be met and what documents and information are needed?
Furthermore, I am concerned about how to involve the business partners in the GmbH and what regulations and agreements need to be made to treat all parties fairly and avoid conflicts from the start. I am also unsure if it is advisable to involve a notary and what costs may be involved.
Could you please explain in detail how I should proceed to establish a GmbH? What steps are necessary and what pitfalls should I definitely avoid? Are there alternative forms of establishment that may be better suited for me? Your help and expertise would be invaluable to me in successfully realizing my dream of owning a GmbH.
Thank you in advance for your support.
Sincerely,
Quentin Baumgart
Dear Mr. Baumgart,
Thank you for your inquiry and your interest in establishing a GmbH. I am pleased that you are considering seeking professional assistance to successfully realize your dream of owning a GmbH.
The process of founding a GmbH is indeed complex and requires several legal steps that must be followed. Firstly, you must be aware that a minimum capital of 25,000 euros is required for the establishment of a GmbH. This capital can be provided in the form of cash or assets.
In order to establish a GmbH, you must draft articles of association. This document will regulate the shareholders, their contributions, the shares, and the management, among other things. Additionally, you must involve a notary to authenticate the articles of association. The costs for the notary will depend on the value of the business and may vary depending on the notary.
Furthermore, you must submit an application for entry in the commercial register. For this, you will need various documents such as the articles of association, a list of shareholders, proof of contributions, copies of the shareholders' ID cards, etc. It is advisable to seek assistance from an experienced lawyer to avoid errors and ensure a smooth process.
Regarding the involvement of business partners, it is important to establish clear regulations in the articles of association. For example, you can define the distribution of profits and losses, decision-making processes, admission of new shareholders, etc. It is also advisable to include provisions for resolving disputes in order to clarify potential conflicts from the beginning.
There are also alternative forms of establishment, such as the UG (limited liability) or the GmbH & Co. KG. Depending on your individual situation and needs, these may be more suitable. An experienced lawyer can help you determine the appropriate form of establishment for your project.
Overall, it is important to seek comprehensive advice before establishing a GmbH and consider all legal aspects. With the right preparation and support, you can successfully realize your dream of owning a GmbH.
I hope this information is helpful and I am available to answer any further questions you may have.
Best regards,
Christian Ahlert
