Which documents are necessary for founding a GmbH (limited liability company)?
January 13, 2023 | 40,00 EUR | answered by Christian Ahlert
Dear corporate lawyer,
My name is Hanna Strauss and I am planning to establish a GmbH. Before taking this step, I want to make sure that I submit all necessary documents and files correctly. Unfortunately, I am still lacking the precise knowledge of which documents are required for establishing a GmbH.
Currently, I am operating as a sole proprietor and I wish to convert my business into a GmbH in order to expand my business and achieve limited liability. I currently have five employees and my annual turnover is 500,000 euros.
My concerns revolve around the possibility of forgetting or incorrectly preparing important documents, which could lead to delays or legal issues. I want to ensure that I carry out all necessary steps correctly to make the establishment of my GmbH as smooth as possible.
Could you please provide me with a detailed list of the documents and files required for establishing a GmbH in Germany? Are there specific requirements for the founding documents, particularly regarding the articles of association, statutes, appointment of managing directors, and capital contribution? What other steps do I need to consider in order to successfully complete the establishment of my GmbH?
Thank you in advance for your assistance.
Sincerely,
Hanna Strauss
Dear Ms. Strauss,
Thank you for your inquiry regarding the establishment of a GmbH. It is understandable that you want to ensure that all necessary documents and paperwork are prepared correctly to make the establishment of your GmbH as smooth as possible.
For the establishment of a GmbH in Germany, certain documents and paperwork are required. Firstly, you will need an articles of association, which must be signed by all shareholders. This document will outline details such as the shareholders' stakes, management, capital contributions, and other important regulations. The articles of association are a crucial part of the establishment documents and should be carefully prepared.
You will also need statutes, which define the legal basis of your GmbH. This should include details such as the company name, registered office, business purpose, management, and representation authority. The statutes must be notarized.
Additionally, you must appoint at least one managing director for the GmbH. The appointment of the managing director must be documented in writing and registered in the commercial register. Make sure that the managing director has the necessary legal capacity and no registration obstacles exist.
Regarding capital contribution, you must raise a minimum share capital of 25,000 euros. This share capital must be deposited into a special account before the establishment of the GmbH and proven.
In addition to these documents, do not forget to register your GmbH with the relevant commercial register office. The registration must be done in notarized form.
I hope this information helps you and supports you in the establishment of your GmbH. If you have any further questions or need assistance, I am at your disposal.
Best regards,
Christian Ahlert
Attorney specializing in corporate law
