Check company’s name at the local chamber of industry and commerce
Agency: Chamber of Industry & Commerce
To avoid delays with registration, entrepreneurs check availability of company name on the web-page of the Berlin Chamber of Industry and Commerce.
In case of requesting a written consent, it costs EUR 25, oral information over the phone is free of charge.
Time and cost: Less than 1 day (online procedure), no charge
Notarize the Articles of Association and Memorandum of Association
Agency: Civil Law Notary
First, the notarization of the articles of association for a GmbH follow this schedule:
- Up to EUR 30.000 share capital: EUR 250
- From EUR 30.001 to EUR 50.000 share capital: the fee increases by EUR 20 for each EUR 5.000 of share capital to be registered
- From EUR 50.001 to EUR 200.000 share capital: the fee increases by EUR 54 for each EUR 15.000 of share capital to be registered
- From EUR 200.001 to EUR 500.000 share capital: the fee increases by EUR 100 for each EUR 30.000 of share capital to be registered.
In addition to the notarization cost for the articles of association, there are other fees to be paid:
- Execution of the agreement (notary public): EUR 392,50 for the sample GmbH
- Mandatory transformation of the application information into XML-format (notary public):EUR 235,50 for the sample GmbH
- EUR 1 publication fee for the online publication
Time and cost: 1 day, see procedure details
Deposit minimum capital into a bank
In the case of a GmbH, pursuant to § 7 (2) GmbHG, at least 25 % of the initial capital must be paid-in before registration or, if higher, at least half of the minimum capital, i.e. EUR 12,500.
Time and cost: 1 day, no charge
File the Articles of Association through the notary public and register the company with the local Commercial Register
Agency: Local Commercial Register
Notary must submit to the Commercial Register by electronic form:
- Application to the commercial register executed by the managing director(s) with the signatures certified by a notary public;
- The notarized articles of association;
- The deed of appointment of the directors, if not included in the incorporation deed;
- A list of the company’s shareholders;
- The assurance by the managing director(s) that the statutory minimum paid-in capital has been paid in to the free disposition of the management; included in application.
Pursuant to the applicable registration laws, the Commercial Register must decide on the company’s registration without undue delay. The Commercial Register publishes the registration on a central electronic platform (www.handelsregister.de) and notifies the local Chamber of Industry and Commerce of the new company.
Since 2018, details of beneficial owners such as name, date of birth, place of residence as well as nature and scope of the commercial interest must be disclosed. The transparency register requires the registration of information for a GmbH’s or UG’s beneficial owner (who is defined as any natural person who directly or indirectly holds (i) more than 25 % of the shares, (ii) controls more than 25 % of the voting rights or (iii) exercises control in a comparable manner.
Time and cost: 3 days, EUR 150 (registration fee) + EUR 250 (filing of shareholder list)
Notify the local Office of Business and Standards of the establishment of the company
Agency: Local Trade Department (Gewerbeamt)
Certain businesses (e.g., restaurants and brokers) must apply for a trading permit (Gewerbeerlaubnis). However, the permit does not have to be presented at the time of the registration of the GmbH at the commercial register. If no such permit is required, start-up companies must simply notify the local Trade Office, which issues a trading license (Gewerbeschein). This notification procedure also covers registration formalities with the Central Statistical Office, the relevant Chamber of Industry and Commerce, the local Labor Office, the Social Security and Federal Health Insurance Office.
Time and cost: Less than a day, online procedure (simultaneous with procedures 6, 7, 8, 9); EUR 31 for the first legal representative
Register with the Professional Association of the relevant trade
Agency: Professional Association (Berufsgenossenschaft)
The professional associations are carriers of occupational accident insurance. Registration must be done within a week of the founding of the business after the notarization of the Articles of Association.
Time and cost: Less than a day, online procedure (simultaneous with procedures 5, 7, 8, 9); no charge
Notify the local Labor Office of the establishment of the company
Agency: Local Labor Office
The notification can be online, in writing or over the phone. The Labor Office assigns an eight-digit operating number, which is needed to report to the Social Security Office.
Time and cost: Less than a day, online procedure (simultaneous with procedures 5, 6, 8, 9); no charge
Register employees for health and social insurance
Agency: Social Security Office
Each employee chooses a health insurance company and notifies the employer thereof. The entrepreneur then registers the employee with health insurance electronically by using a specific data transfer program which is provided by the health insurance companies.The health insurance company then notifies the annuity insurance carrier. It also collects payments for other social security agencies.
Time and cost: Less than a day, online procedure (simultaneous with procedures 5, 6, 7, 9); no charge
Register with the local Tax Office and obtain VAT number
Agency: Local Tax Office
Registration must be done within 4 weeks of the opening of the business and not later than a month after the notarization of the Articles of Association. After the Tax Office is notified of the company’s business activity by the Trade Office, the Tax Office sends the company a questionnaire requesting the company’s business data. In addition, the VAT application is part of the general documentation that needs to be submitted to the competent local Tax Office and can be done fully online. The application will be forwarded automatically to the Federal Central Tax Office. The application and issuance of the VAT number is free of charge.
Time and cost: Less than a day, online procedure (simultaneous with procedures 5, 6, 7, 8), no charge