Company registration in Germany
A foreign founder can form a GmbH or UG without German residence: a notary certifies the articles, the company needs a German business address, and capital starts at €25,000 for a GmbH or €1 for a UG. The managing director may live abroad. INNOVA coordinates the incorporation, the choice between a subsidiary and a branch, tax and reporting. Founder residence is assessed separately because a company does not grant it.
- Entity
- GmbH / UG
- CIT 2026
- 15% + Soli
- VAT
- 19%
- Audit
- Medium and large
- Residence
- Separate process
Services in Germany
We fit the structure to the actual business: who the owners are and where they live, where the company will be managed from, which municipality holds the address, whether there will be staff in Germany, when VAT starts and how profit will reach the owner.
GmbH or UG incorporation
Entity and capital, articles or the model protocol, notarisation, a German business address, the managing director, the Handelsregister filing and the Transparenzregister entry.
Describe your case →Subsidiary GmbH or branch
We compare a subsidiary with a Zweigniederlassung of the foreign company: liability, profit tax, permanent representatives and the apostilled parent documents.
Describe your case →Corporate changes
Change of managing director, German address or registered seat, amendments to the articles, notarial share transfers, the updated shareholder list and beneficial-owner data.
Describe your case →Tax model
15% corporate tax plus solidarity surcharge, municipal trade tax, VAT and e-invoicing, dividend withholding tax and Ukraine–Germany treaty rates.
Describe your case →Bookkeeping and reporting
HGB bookkeeping, VAT advance returns, payroll tax, E-Bilanz, annual returns, publication in the Unternehmensregister and the audit for medium-sized companies.
Describe your case →Founder and team residence
A separate review of the routes: section 21 for entrepreneurs and freelancers, EU Blue Card, Opportunity Card, permanent residence and citizenship. A GmbH grants no status.
Describe your case →Germany by the statute
The rates, thresholds and deadlines below are German statutory rules taken from the official texts on gesetze-im-internet.de (Federal Ministry of Justice); the Ukraine treaty comes from zakon.rada.gov.ua and the Federal Ministry of Finance. Our own fees are excluded: they depend on the scope and are set out in a written proposal.
| Item | Rule as of October 2026 | Source |
|---|---|---|
| GmbH | Share capital from €25,000; before filing, at least a quarter of each share and at least €12,500 in total must be paid in | GmbHG ss. 5, 7 |
| UG (haftungsbeschränkt) | Capital from €1, paid in full in cash before filing; a quarter of each year's profit goes to a reserve until capital reaches €25,000 | GmbHG s. 5a |
| AG | Share capital from €50,000 | AktG s. 7 |
| Formation | Articles are notarised; with 1–3 shareholders and 1 director the model protocol may be used. Video notarisation through the Federal Chamber of Notaries system needs a German eID or an EU/EEA eID | GmbHG s. 2; BeurkG s. 16c |
| Director and address | At least 1 managing director, a natural person with full capacity; the statute sets no citizenship or residence requirement. A German business address is mandatory | GmbHG ss. 6, 8(4) |
| Beneficial owners | Filed with the Transparenzregister; a beneficial owner holds more than 25% of capital or votes or controls the company otherwise | GwG ss. 20, 3 |
| Corporate tax | 15% plus a 5.5% solidarity surcharge on the tax through 2027; then 1 point lower each year: 14% in 2028, 10% from 2032 | KStG s. 23; SolZG s. 4 |
| Trade tax (Gewerbesteuer) | 3.5% × the municipal multiplier (Hebesatz). The 280% minimum multiplier applies from 2027 | GewStG ss. 11, 16, 36(5b) |
| VAT | 19%, reduced 7%. Small-business exemption up to €25,000 last year and €100,000 this year, for a business established in Germany (EU businesses under the special procedure of s. 19(4)) | UStG ss. 12, 19 |
| E-invoicing | In 2027 paper invoices remain allowed if last year's turnover was up to €800,000; from 2028 e-invoices are mandatory for all domestic B2B supplies | UStG s. 27(38) |
| Dividends | Withholding tax 25% plus solidarity surcharge; a foreign corporation gets back 2/5 of the tax withheld | EStG ss. 43a, 44a(9) |
| Treaty with Ukraine | The 1995 treaty applies: dividends 5% for a holding of at least 20%, otherwise 10%; interest 2% or 5%; royalties 5% or 0%. A new treaty signed on 19 May 2026 was not in force on the check date | zakon.rada.gov.ua; BMF |
| Reporting | Prepare within 3 months after year-end, small companies within 6 months; publish in the Unternehmensregister within 12 months | HGB ss. 264, 325 |
| Audit | Mandatory for all corporations except small ones (2 of 3: balance sheet up to €7.5M, turnover up to €15M, up to 50 employees) | HGB ss. 267, 316 |
| Entrepreneur residence | Residence Act s. 21: economic interest, positive effect, financing. The statute sets no investment amount; first permit up to 3 years, settlement possible after 3 years | AufenthG s. 21 |
Last verified 9 October 2026.
How registration works
Entity and shareholders
GmbH, UG, AG or a branch of the foreign company. We review shareholders, directors, the business purpose, the municipality and the route of profit to the owner.
Articles or model protocol
Custom articles or the Musterprotokoll for 1–3 shareholders and 1 director. Foreign documents and powers of attorney carry an apostille; a corporate shareholder proves its existence.
Notarisation
In person, through a notarised power of attorney, or by video if the shareholder holds a German eID or an EU/EEA eID.
Paying in
GmbH: at least €12,500 before filing; UG: the full capital in cash. The director confirms payment, and the court may ask for a bank statement.
Handelsregister
The notary files electronically with the register court at the registered seat. Until entry the GmbH does not exist as such, and anyone acting in its name is personally liable.
Transparenzregister
Data on beneficial owners holding more than 25% or controlling the company otherwise. Changes are filed the same way.
Trade notice and tax office
Business notification to the municipality, the tax registration questionnaire within 1 month, a tax number and a VAT ID.
Bank and staff
A bank file under KYC rules and employer registration for payroll tax and social security. Opening an account is the bank's decision, which we do not promise.
Annual cycle
VAT advance returns by the 10th, HGB annual accounts, E-Bilanz, corporate and trade tax returns, publication within 12 months.
Company and residence: separate procedures
Registering a GmbH gives the owner no right to live in Germany. An entrepreneur applies under section 21 of the Residence Act: the foreigners authority assesses the economic interest or regional need, business plan, experience, capital and financing. The statute names no investment amount; the first permit runs up to 3 years and settlement is possible after 3 years of successful activity. Applicants over 45 need adequate retirement provision. Liberal-profession freelancers use section 21(5). The EU Blue Card requires a salary of €50,700 a year in 2026, or €45,934.20 in shortage occupations. Citizenship takes 5 years and German at B1, and German law no longer requires giving up the previous citizenship.
Ukrainian citizens normally apply for these statuses through a national D visa. The EU extended temporary protection to 4 March 2028; the German implementing ordinance was still a draft on the check date, and existing section 24 permits were extended automatically to 4 March 2027.
How to form a GmbH in Germany
GmbH or UG, notary and register, Transparenzregister, tax, VAT, reporting and audit.
Read →GmbH or branch, and owner residence
Subsidiary or Zweigniederlassung, section 21, Blue Card, Opportunity Card, settlement and citizenship.
Read →Owner tax residence
Where an owner who runs the company from another country pays tax.
Read →Frequently asked questions
Yes. A foreign national without German residence can be a shareholder and managing director of a GmbH or UG: the statute sets no citizenship or residence requirement for directors. You need notarised articles, a German business address, capital paid in before filing and a Handelsregister application. Video notarisation works with a German eID or an EU/EEA eID, so a founder holding only a Ukrainian passport usually signs in person or through a notarised power of attorney.
A GmbH needs at least €25,000, of which at least €12,500 is paid in before registration. A UG can start with €1, paid in full in cash, and a quarter of each year's profit goes to a reserve until capital reaches €25,000. An AG needs €50,000.
Corporate tax is 15% plus a 5.5% solidarity surcharge on the tax, and trade tax adds 3.5% × the municipal multiplier. At a 400% multiplier trade tax is 14% of profit, so the total depends on the municipality. From 2028 the corporate tax rate falls by 1 point a year to 10% in 2032.
Germany withholds 25% plus solidarity surcharge, and the 1995 Ukraine–Germany treaty limits the tax to 5% for a company holding at least 20% and 10% otherwise; the difference is refunded on application. The new treaty signed on 19 May 2026 sets 15% for portfolio dividends and applies only once it enters into force. Tax in Ukraine is assessed separately.
Registering a company gives no right to live in Germany. The owner applies separately under section 21 of the Residence Act: the foreigners authority looks for an economic interest or regional need, an expected positive effect and secured financing. Ukrainian citizens normally need a national D visa from a consulate.
German residence law has no investor residence permit and no separate digital nomad status. The closest routes are section 21 for entrepreneurs, section 21(5) for liberal-profession freelancers, the EU Blue Card for employment and the Opportunity Card for job search.
Small GmbHs are exempt: the statutory audit applies to medium-sized and large companies. A company is small if it stays within two of three limits: €7.5M balance sheet, €15M turnover, 50 employees. Annual accounts are still prepared and published in the Unternehmensregister.
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