Forming a GmbH – what costs and deadlines should I plan for?
Anyone wanting to form a GmbH quickly trips up on share capital, the notary appointment and the commercial register. I'll show you which steps are actually necessary — and where you'll lose time if you try to do it alone.
You want to form your company, but the very first question stops you in your tracks: how much capital do you actually need, what does the notary do, and from when does your GmbH legally exist? This is exactly where formations fail — not because of the business idea, but because of procedural mistakes: an incorrectly notarised agreement, too little capital paid in before registration, forgotten formalities. That costs time, and time, when forming a company, is often hard cash.
How I can help you
- Reviewing and drafting the articles of association, tailored to your specific shareholding and management structure
- Assessing whether the simplified model protocol (Musterprotokoll) is suitable for you, or whether a bespoke agreement makes more sense
- Guiding you through the process from notarisation to registration in the commercial register
- Clarifying what capital contribution actually needs to be evidenced before registration
- Liaising with the notary and the registry court if the registration runs into difficulties
The share capital: €25,000, but not always in full straight away
Under § 5 GmbHG, the share capital of a GmbH must be at least €25,000. That is the statutory minimum — not the amount you need to have sitting in an account in full on the day of formation. § 7 GmbHG is what matters: before the company is registered with the commercial register, at least a quarter of the nominal value must have been paid in on each share, and the total of cash paid in plus the value of any contributions in kind must reach at least half of the minimum share capital. For a single-person formation with the statutory minimum capital, this means in practice: half of it must actually and definitively be at the free disposal of the management before registration. Anyone who cuts this too fine, or pays the money in late, risks having the registration rejected — and with it, weeks of delay.
The path to registration: notary, model protocol and commercial register
The articles of association of a GmbH must be notarised — § 2 GmbHG requires this. For straightforward cases — up to three shareholders and one managing director — the law allows a simplified procedure using a model protocol (Musterprotokoll), which speeds up notarisation; for some years now, notarisation via video conference has also been possible, provided no other formal requirements stand in the way. Notarisation is followed by the application for registration in the commercial register at the company’s registered seat. Only with this registration does the GmbH come into existence as a legal entity with full limitation of liability — before that, as a founder, you may in certain circumstances remain personally liable as well. How long registration takes depends on the particular registry court; I’ll discuss realistic timeframes and the notary and court fees payable under the GNotKG (Court and Notary Costs Act) with you specifically, based on your formation plans, at the initial consultation.
If you’re planning to form a GmbH, it’s worth having the agreement and the evidence of capital reviewed by someone who knows the practical pitfalls, before your notary appointment. More on contract law topics can be found at /en/topics/contract-law. Arrange an initial consultation — I’ll guide you through each step until your GmbH is registered.
This information does not replace individual legal advice.
This article provides general information and is no substitute for legal advice in an individual case. Last updated: 2026-07-12.
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