Company formation: Requirements for office space, company name, share capital, foreign shareholders

Special requirement for office space

Every German company is required to have its registered seat within Germany. Besides the company of course could maintain branches all over the world. Anyway the company firstly needs an address somewhere within Germany. If you for first have no premises within in Germany you need to rent an office or at least an address. Please read out the following to decide what meet your needs: 

1. Virtual office (postbox)

In former times a virtual office was sufficient. Nowadays you need kind of a real office. However in some individual cases, such as if your business purpose is merely about asset management, a virtual office (meaning a postbox with a service forwarding you incoming official mails) could still be sufficient.

2. Shared office

Basically all other kinds of business purposes a company could have require a concession of the appropriate public trade office. So to receive this concession the trade office requires and will check out a rental agreement of a real existing office and not just a virtual office (postbox). Anyhow the trade office fortunately accepts renting a room ("office") in open space offices. Most important is that a person could work at a desk and that the company could be reached by calling.

Right now there are several providers of such share office solutions all over Germany. We gladly would support you finding an appropriate office solution meeting your Needs.

Requirements for a company name

Basically you can almost freely choose the legal name for your company. However you have to be aware of the following requirements:

1. First of all the name has to be kind of unique on reasons to obviously warrant the discriminability the name from others. That particularly means as far as there is already a company with the same or almost the same name within the district of your companies address you have to look for another name (or even address). You can personalize your company’s name if you choose a name referring to a particular person (yourself or another shareholder), item or place or you choose any kind of fantasy name.

2. Furthermore the name is not allowed to obviously mislead others regarding its shareholders or business purpose. So for example you could not choose the name: X-Trading GmbH - if the company solely offers consulting services but no trading at all.

3. Eventually the company always has to carry its official abbreviation of its legal form. With this abbreviation others could recognize the conditions on the kind of the liability of the company.

4. Besides you also should consider that your chosen name does not collide with any trademarks. We therefor recommend to check if there are any colliding trademarks, firms or Domains.

Deposit of the share capital of a GmbH or UG

To get a newly incorporated company registered the shareholders have at least to deposit the half of the equity capital. If the company has been founded with the minimum equity capital of about 25,000 Euro the shareholders has to deposit at least 12,500 Euro. The amount of the deposit is stated within the company’s agreement.

Regularly the notary requires a statement proving the deposit before he forwards the application of the new company to the companies register.

As far as you does not deposit the complete capital for the foundation you the further capital might be transferred if the Managing Director requires them. There are no timely standards about this but if economically required he will ask for it at latest a liquidator will claim it.

Requirements for foreign shareholders of GmbH/UG

To form a German incorporation it is basically required to sign them with a German notary public. However, if the shareholder/ Managing Director is not able to personally come to Germany there are other possibilities to get them certified signed. Actually an appropriate person could represent the shareholder during the incorporation meeting.

In that case there are certain requirements to meet:

1. Shareholder

First of all the future shareholder has to grant us a power of Attorney (poA) regarding the incorporation. With this poA we are allowed to represent you during the incorporation meeting with the notary public and are further allowed to provide the notary with the necessary declarations and certifiably sign the foundation deed.

After receiving a copy of the shareholder’s passport we will draft such a poA. This poA has to be certifiably signed by the future shareholder. Regarding the certification of the poA you can sign it with a local notary public or with a German embassy or Consulate. As far as you need a further legalization of your document if you sign the poA with a local notary public to get it accepted in Germany (apostile or legalization) we actually highly recommend to go with the German Consulate or embassy.

If there shall be more than one shareholder each of them has to grant us such a certified poA.

2. Managing Director

After the incorporation meeting the Managing Director of this new company is required to sign an instruction of the notary as well as the application to the companies register for registering the new company. These documents has to be certifiably signed as well. If the Managing Director could not come to Germany he also to meet with a German Consulate or notary public (regarding the certified signature please see above No 1). 

3. Opening of Bank account

Every German corporation is required to have a bank account within Germany particularly for transferring the share capital. The procedure of opening such bank account depends on the chosen bank. Basically we would send you the documents regarding the opening of account. These documents again together with the passport has to be certifiably signed with a local notary public. Afterwards the certification of the signatures has to be legalized with an apostile or if your certain country is not part of the Haager convention on certifications you have to get a legalization for your signatures to get them accepted within Germany. Unfortunately German Consulates do not any longer the certification of signatures beneath banking documents.

Please note all mentioned documents have to be provided in original.

Additional requirements if one the shareholders is a foreign company

First of all we have to provide the German companies register with an official proof that your foreign company exists and who is allowed to represent it.

Basically it is enough to provide them with an official excerpt of the foreign companies register reflecting all the required information. However, there are several countries where there are no such excerpts provided nonetheless there you can apply for similar official or notarized certifications proving the existence of your company (e.g. “Certificate of Incorporation”).

This excerpt again has to be certified and further be legalized with an apostille or legalization.

Regarding the opening of a bank account for such a company you further need to provide the Bank with a list of shareholders of your foreign company. The Bank in the end wants to know who the natural person is being eventually the beneficial owner of the company. The details has to be coordinated with the bank.

Please note all mentioned documents have to be provided in original. Please be aware all of these documents have to be notarized and further be legalized with an apostille or legalization. Furthermore it is required to certifiably translate them into German.