Company registration in Germany

A Ukrainian or other foreign national can set up a German GmbH or UG without holding a German residence permit. The articles of association are notarised by a German notary, and the application to the registry court is filed electronically through the notary. The minimum share capital of a GmbH is EUR 25,000, and at least half of it, EUR 12,500, must be paid in before filing. A UG (haftungsbeschränkt) can be formed with capital from EUR 1, but the capital must be paid in full and a quarter of annual profit goes into a statutory reserve. The managing director (Geschäftsführer) may be a national of any country living anywhere, while a business address in Germany must be entered in the register. Corporate income tax is 15% plus a 5.5% solidarity surcharge on the tax, and the municipal trade tax (Gewerbesteuer) comes on top. A company and a residence permit are separate procedures: registering a GmbH gives no right to live in Germany.

Key parameters of a German company

GmbH, UG or branch

The right form depends on who the founder is, how much capital you are ready to commit and whether you need a separate German entity. When the founder is a Ukrainian or other foreign company, the usual comparison is a subsidiary GmbH versus a branch.

If the company is not governed by the law of an EU or EEA state, the branch filing must state the law of its home country, and the same disqualifications as for a GmbH director apply to the permanent representatives (§13e HGB). Whether a branch is taxed in Germany depends on whether it forms a permanent establishment under the applicable tax treaty; we review this point separately.

How registration works

1. Structure and form. We define the shareholders and their stakes, the director and the place from which the company will be managed. The place of management affects tax residence: a company with its seat or place of management in Germany pays corporate tax on its worldwide income (§1 KStG).
2. Name and articles. With up to three shareholders and one director, the company can be formed using the statutory model protocol (Musterprotokoll). It also serves as the shareholder list, and it allows no deviations from the statute (§2(1a) GmbHG). Several directors, special exit rules or share transfer restrictions call for bespoke articles.
3. Shareholder documents. Passports of individuals; for a corporate founder, a register extract, articles and proof of the signatory's authority, with apostille and German translation. The notary verifies identities and, under anti-money-laundering rules, the ownership chain.
4. Notary. The articles are signed before a German notary. Options: attending in person, a video procedure (if the shareholder holds a suitable EU electronic ID) or a representative acting under a notarial power of attorney. We agree the form of the power of attorney with the notary before signing.
5. Capital and declarations. The shareholders pay the capital into the company's account. The director declares that the contributions have been made and are at his or her free disposal, and that no disqualification applies. If in serious doubt, the court may request a statement from a bank or payment institution in the EU (§8(2) GmbHG).
6. Registry court. The notary files the application electronically (§12 HGB) together with the articles, the shareholder list and the director documents. The register shows the company name, seat, business address, purpose, capital, date of the articles and the directors with their powers of representation (§10 GmbHG).
7. After registration. Beneficial owners go to the Transparenzregister, trading activity is notified to the municipality, the tax questionnaire goes to the Finanzamt, and VAT registration follows where needed. From then on the company keeps books under the Commercial Code (HGB).

Documents from Ukraine

Ukraine and Germany are both parties to the 1961 Hague Apostille Convention, so Ukrainian documents for use in Germany carry an apostille. German authorities usually ask for a translation by a sworn or authorised translator in Germany; a translation made in Ukraine should be cleared with the notary in advance. If the founder is a Ukrainian company, you will need a recent extract from the Unified State Register and proof of the signatory's authority. We obtain Ukrainian documents and the apostille remotely: apostille on documents. Family and immigration procedures are covered separately: documents from Ukraine for a residence permit in Germany.

Registered address and seat

The seat (Sitz) is the German town named in the articles; it determines the registry court and the municipality that sets the trade tax multiplier. The business address (inländische Geschäftsanschrift) is entered in the register and is where documents are served on the company. From 2027 the minimum Hebesatz is 280% (§16(4), §36(5b) GewStG), so the town of registration affects the tax burden. The address must actually receive mail: letters from the court, the Finanzamt and the municipality arrive there. Changing the address and moving to another town follow different rules, described on change of director and address of a German GmbH.

Managing director (Geschäftsführer)

The director may be a shareholder or an appointed manager of any nationality, living anywhere. In the filing, the director declares that no disqualification applies and confirms having been informed of the unlimited duty to provide information to the court. That instruction may be given by a German or foreign notary, a member of a comparable legal profession or a consular officer (§8(3) GmbHG). A director who takes decisions from Germany places the company's management there. Working as a director in Germany requires a separate residence permit with the right to work; the appointment itself does not grant one.

Bank and capital payment

The director gives the capital payment declaration before filing, and the court may ask for a statement from an EU bank (§8(2) GmbHG). In practice the capital is paid into an account opened after the articles are notarised. Banks screen founders and beneficial owners under their own rules, so we do not promise timing or the outcome of account opening; we prepare the corporate pack and a structure explanation for the bank.

Obligations after registration

Bookkeeping and reporting are handled by the group's accounting practice: accounting and reporting for a German GmbH on keys.ua. Tax questions such as VAT registration and VAT number, corporate tax and dividends are covered on crystal.tax: VAT registration in Germany.

Changes in the company

A new director, a different address, a share sale or a new shareholder must each be filed with the commercial register, and a share transfer requires a notarised agreement (§15(3) GmbHG). The procedure for each case is described on change of director and address of a German GmbH.

Shelf companies

Ready-made "shelf" GmbHs (Vorratsgesellschaft) already entered in the register are sold in Germany. We keep no stock of German shelf companies. If you have found a specific company, we check it before purchase: the Handelsregister extract and shareholder list, published accounts, the Transparenzregister entry, tax liabilities and the articles. The deal is closed by a notarised share assignment, after which the notary files a new shareholder list (§15, §40 GmbHG) and the directors are changed through the register.

Taxes at a glance

The total tax burden depends on the Hebesatz of the chosen town and on the ownership structure. Company taxation in Germany is covered in detail on crystal.tax: company taxes in Germany.

What we do

• review your goals and propose the form: GmbH, UG, subsidiary or branch;
• draft the articles or model protocol, the shareholder list and powers of attorney;
• obtain documents in Ukraine, add the apostille and arrange translation;
• agree the signing format and the filing package with the German notary;
• handle the Handelsregister, Transparenzregister, Gewerbeanmeldung and tax questionnaire;
• prepare the corporate pack for banks and counterparties;
• handle later changes: director, address, shareholders, articles.

More about the region: INNOVA Germany services on innovacg.com. Other jurisdictions: company registration abroad, Poland, Czech Republic, Cyprus, Spain, United Kingdom.

Sources

• GmbHG §5, §5a, §2, §6, §7, §8, §10, §11, §4a; AktG §7
• BeurkG §16a, §16c; HGB §12, §13d, §13e
• GwG §20 (Transparenzregister); AO §138; GewO §14
• HGB §264, §267, §316, §325
• KStG §1, §23; SolZG §4; GewStG §11, §36; UStG §12, §19, §27; EStG §43a, §44a
• Ukraine — Germany tax treaty of 1995; BMF: new treaty of 19.05.2026; Hague Apostille Convention 1961: status table
• AufenthG §21; AufenthV §41

Checked on 9 October 2026.