Establishing a GmbH
To begin with, we can reassure you. Establishing a GmbH is relatively simple and can be accomplished in a number of steps.
Setting up a GmbH in 5 steps
You have made the decision: you are going to do business across the border. To start in Germany. Logical, because Germany is close by and is by far the most important trading partner of the Netherlands. And you want to do this with a GmbH, because a GmbH has several advantages compared to your Dutch BV. But how do you set up a GmbH? What steps do you need to take? Heisterborg International is happy to tell you more about it.
Step 1: have the deed of incorporation drawn up
At least one shareholder is required to establish a GmbH in Germany.
At least one shareholder is required to establish a GmbH in Germany. This can be a natural person or a legal entity. It does not matter whether that shareholder has Dutch nationality and/or resides in the Netherlands. A foreign company can therefore also be a shareholder of a GmbH. The GmbH must have a German business address and a local representative.
To establish a GmbH you must go to a German notary. For this you need a number of documents: a founding decision, articles of association (in German: Gesellschaftsvertrag) and a shareholders’ register. To prepare these documents, you must provide the following documents/information:
- The company name of the GmbH.
- The purpose description of the GmbH.
- The registered office address of the GmbH.
- The name of the director (in German: Geschäftsführer) of the GmbH and a copy of his or her ID. Unlike in the Netherlands, the director of a GmbH may not be a legal entity, he must be a natural person.
- Information about the shareholder(s) of the GmbH.
- A statement of the amount of the share/starting capital to be paid up in Germany (in German: Stammkapital). The minimum starting capital to be paid up in Germany is €25,000, half of which must be paid up before incorporation. You may use this starting capital to a certain extent for the business operations of the company.
Step 2: open a bank account
To set up a GmbH you need a German bank account.
To set up a GmbH you need a German bank account. The starting capital must be deposited into this account. The notary needs proof of this deposit in order to register the GmbH in the German commercial register.
Step 3: register in the German Trade Register
Once the notary has received the statement from the bank, the GmbH can be registered in the German commercial register. This is done through the notary. He also registers the list of shareholders and the director. You will then receive a registration certificate from the Trade Register. The GmbH is a fact!
Step 4: register with the municipality and the German tax authorities
Finally, you must register the GmbH with the German tax authorities and the commercial office (in German: Gewerbe-/Ordnungsamt) of the municipality in which the GmbH is located.
Step 5: Get Started!
Then you can start making your German dream a great success.
Need help?
Do you need help setting up a GmbH? Heisterborg International is happy to help you.
You can call us for advice, but we are also happy to help you with the necessary documents for incorporation, contacts with a German notary and the bank. And do you not (yet) have a German business address? Then we can advise you about this. Finally, we can take care of the accounting and tax advice for you, hire the first employees together with you, draw up employment contracts and take care of the payroll administration.
