UG formation in Germany - setting up a German Limited
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UG formation in Germany – setting up a German Limited
Are you interested in forming an Unternehmergesellschaft (haftungsbeschränkt) to limit the liability of your private assets in a cost-efficient way, while keeping your formation costs low?
Thanks to years of experience supporting clients through the formation process, we are able to provide professional answers to all your questions about the UG and complete the process of forming your UG. Fast, legally secure and at a fixed price.
The bespoke articles of association for your UG will come straight from a lawyer.
Our website provides comprehensive answers to questions such as:
- “How do I form an UG (haftungsbeschränkt)?”,
- “How much does it cost to form an UG?” and
- “What are the benefits of the UG?”
We set up your UG. You focus on business
Contents
Course of formation, information & packages
Taxes & costs
Online formation
Andre Kraus, lawyer and founder of the KRAUS GHENDLER RUVINSKIJ law firm, is your contact in matters of company formation, trade mark law, reputation protection and corporate law.
![online-anfrage-gruenden](https://anwalt-kg.de/wp-content/uploads/2020/09/online-anfrage-gruenden-180x180.png)
Online company formation or in-person appointment
You can form a company directly online, book a free initial consultation online or send us a message
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Free initial consultation
You will receive a comprehensive initial consultation for the formation of your UG free of charge. During this meeting, we will clarify any open questions you may have and advise you on the most important basic issues in company formation, such as the right legal form or the costs and procedure involved in forming a company.
![vertrag-gruendung](https://anwalt-kg.de/wp-content/uploads/2020/09/vertrag-gruendung-180x180.png)
Forming your company
We start by forming your company. We will support you, from providing legal advice on forming a company, drafting tailored articles of association, arranging a notary appointment and entering your company in the commercial register, to registering a trademark, drawing up your application for tax and business registration, and handling your bookkeeping.
Overview of UG formation in Germany
Inexpensive formation
The UG is a form of corporation, like the GmbH, and consequently releases you from private liability. In legal transactions, it functions as a kind of “mini GmbH”, as it has the same structure but is significantly cheaper to form.
Release from private liability
The company’s debts are only attributable to the company’s assets, not to the shareholders. Their private liability is limited.
Independent in legal dealings
The UG is a legal person, and consequently becomes an independent debtor and creditor in its legal transactions.
Popular legal form
Around 9% of all companies in Germany are UGs.
Clean and legally secure UG formation is the cornerstone of a successful company. With the help of a lawyer, you can avoid the difficult aspects of formation and form the company exactly as you want to without formal hurdles getting in the way.
We set up your UG. You focus on business
![ablauf-gruendung-ug-gmbh](https://anwalt-kg.de/wp-content/uploads/2020/06/ablauf-gruendung-ug-gmbh.jpg)
Formation packages
What is an UG?
Are you interested in forming an Unternehmergesellschaft (haftungsbeschränkt) to limit the liability of your private assets in a cost-efficient way, while keeping your formation costs low?
Thanks to years of experience supporting clients through the formation process, we are able to provide professional answers to all your questions about the UG and complete the process of forming your company in a legally secure manner, quickly and for a fixed price.
The bespoke articles of association for your UG will come straight from a lawyer.
Our website provides comprehensive answers to questions such as:
- “How do I form a UG (haftungsbeschränkt)?”,
- “How much does it cost to form?” and
- “What are the benefits of the UG?”
Clean and legally secure UG formation is the cornerstone of a successful company. With the help of a lawyer, you can avoid the difficult aspects of formation and form the company exactly as you want to without formal hurdles getting in the way.
We set up your UG. You focus on business
Aims of forming an UG
1. Aim
Inexpensive formation
Due to the low share capital of only €1, forming a UG is significantly cheaper than forming a GmbH, which requires an initial contribution of €12,000 or €25,000.
2. Aim
Exclusion of private liability
The founders’ economic risk is reduced. In principle, the shareholders are not liable with their private assets.
3. Aim
Legally secure formation
Your company will be formed after detailed legal advice from a lawyer. He will adapt the articles of association to your needs.
4. Aim
Hardly any formalities
We release you from the formalities of the formation process. This leaves you free to focus all your attention on your business.
Preparation of the formation of a UG
The formation of a corporation requires extensive and precise planning in advance. Even before the formation process begins, you should take enough time to plan everything. Subsequent changes to the articles of association can be expensive and inconvenient. It is even worse if only a sample contract is used and difficulties arise afterwards.
Therefore, you should follow 4 important steps in the preparation.
Step 1 - Preparation of the business plan
First draw up a business plan to assess your project realistically and comprehensively.
Step 2 - Financing and marketing
Make sure that your financing and sales are in place. Start acquiring your product/service as early as possible.
Step 2 - Financing and marketing
Step 3 - Observing the basic legal issues
Think about the basic legal issues of your formation.
Step 4 - Choose a company name
Finally, you should decide what you want your UG to be called.
Step 4 - Choose a company name
UG founding by a lawyer
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Forming an UG in 9 steps – Process step by step
Overview: Process of forming an UG
- Free initial consultation
- Legal formation advice
- Checking the company name
- Drawing up the articles of association
- Notarisation meeting
- Opening the business account, paying in the initial contribution
- Entry into the commercial register
- Final consultation
- Tax and business registration
![PartG PartG](https://anwalt-kg.de/wp-content/uploads/2021/01/pexels-olia-danilevich-5313131-300x200.jpg)
Course of UG formation
Step 1 – Free initial consultation
Before forming a company, it is important to clarify which legal form is the right one for you. Would you like your company to be formed as cheaply as possible while still excluding personal liability? If so, forming a UG could be the best option for you. If you are able to make a higher contribution, a GmbH would also be an option. The choice of legal form may be influenced by external factors, administrative burden and a number of other issues in addition to liability. These will be dealt with in the free initial assessment.
Step 2 – Legal formation advice
If the UG is your preferred legal form, you will need to consult extensively with a lawyer. He will then guide you through the formation process from start to finish. First, he will draw up your bespoke formation plan. This avoids subsequent changes after the UG has been formed, which would cost you time and money. The lawyer will then answer any questions you may have. By doing this, the consultation takes into account the specific aspects of your situation, allowing us to adapt the company formation documents to your needs.
Step 2 – Legal formation advice
Step 3 – Checking the company name
Immediately after receiving our brief, we will check your company name with the competent IHK (Chamber of Industry and Commerce). This ensures that it is correct under company law, and speeds up the process of entering the UG into the commercial register.
Step 4 – Drawing up the articles of association
After the formation consultation, articles of association or a statute will be drawn up for your UG, based on our discussions. To save time, a “standard record” is often used for formation (Annex to Section 2 (1a) GmbHG). This will also be adapted to your individual case.
Step 4 – Drawing up the articles of association
Step 5 – Notarisation meeting
After drawing up the articles of association and all the other documents, we will arrange a notarisation appointment with a notary of your choice. You will receive a checklist for preparation and will not need to bring any documents other than your personal ID.
● Step 6 – Opening the business account, paying in the initial contribution
After the notary appointment, you open an account for the UG at a bank of your choice and pay in the share capital. We will prepare you for the bank appointment (checklist, power of attorney). Pay in the initial contribution at the appointment.
● Step 6 – Opening the business account, paying in the initial contribution
Step 7 – Entry into the commercial register
Your UG will then be entered into the commercial register (Section 7 GmbHG). From now on, you will cease to be personally liable.
Step 8 – Final consultation
In most cases, many questions only arise once the formation process is underway. These can be dealt with at the final appointment. We also provide our clients with the most important model contracts for their formation (managing director contract, contracts of employment, contract for freelance work, license agreements, etc.). During the final consultation, you will have the opportunity to ask questions about the contracts. This allows us to adapt them to your individual needs.
Step 8 – Final consultation
Step 9 – Tax and business registration
Tax and business registration is prepared on the basis of the final consultation
Transparency register
As of 2019, companies must be entered in the federal transparency register under the Geldwäschegesetz (GwG; German Money Laundering Act) of 2017. This should make it possible to recognise the persons economically responsible for a company at a glance. The first and last names, dates of birth, places of residence and the nature and extent of the economic interest of the beneficial owners must be entered. Registration may be waived if this information can already be retrieved from the commercial register or another public register.
If necessary, your company will be entered in the transparency register after notarisation.
UG founding by a lawyer
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Open questions? – Just call us:
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Advantages and disadvantages of forming an UG
The UG as a legal form offers founders many advantages. First and foremost is the release from liability with their private assets for a low share capital amount. This enables you to do business at a reasonable cost and with your private assets protected.
Of course, there are also some disadvantages, for example the perception that it is inferior to a GmbH. Please see below for an overview of the advantages and disadvantages of a UG.
Advantages of forming an UG
EXCLUSION OF YOUR PERSONAL LIABILITY
The UG limits your liability just like the GmbH (Sections 13, 5a GmbHG (German Law on the GmbH)). Founders are not liable for operational liabilities with their private assets.
INEXPENSIVE FORMATION
A big advantage of the UG is the low minimum share capital of €1, which also means that the costs of formation are very low.
PERCEIVED AS BETTER THAN A LIMITED
The UG was created by MoMiG (German Act to Modernise the Law on Private Limited Companies and Combat Abuses) in 2007 to create a German company form to replace the English Limited. In the meantime, the UG has clearly asserted its dominance over the Limited. Especially after Brexit, the Ltd. – in contrast to the UG – has a reputation for instability.
OWN COMPANY NAME
The UG acts independently in legal dealings. Transactions are not concluded in your name, but rather in the name of the company. If you are not the managing director, your name will not appear on invoices or the legal notice. This ensures your privacy is protected.
OPTION OF CONVERSION TO A GMBH
Your UG (“mini GmbH”) will become a “real” GmbH over time. You are obliged to set aside one quarter of your annual profit. Once €12,500 or €25,000 has been collected, you may decide whether to change the company’s name to a classic GmbH (Section 5a (3), GmbHG).
TAX SAVINGS AND FORMATION OF HIDDEN RESERVES
The UG is a special form of GmbH, and is treated accordingly for tax purposes (Section 1 (1) KStG (German Corporation Tax Act)). It is therefore subject to corporation tax, which is currently only 15%. This means that you save on taxes when setting profit aside for future investments in a subsequent financial year.
SIMPLE SALE
If the UG operates a company and wishes to sell it, it is sufficient for the shareholders to transfer their shares to the buyer.
EXTERNAL MANAGING DIRECTOR
As a shareholder of a UG, you do not have to also assume the duties of a managing director. There is the option of an external managing director. This reduces your liability risk.
OPTION OF THE ONE-PERSON UG
With a UG, you do not need any additional shareholders but still benefit from a company form that protects your private assets.
THE ADVANTAGE OF HIRING EMPLOYEES AS A START-UP
When you start up a UG, you can hire employees for the first four years after formation with a fixed term of four years (Section 14 (2a) TzBfG (German Part-Time Work and Fixed-Term Employment Act)). This is the legislator’s way of accommodating founders. Normally, such fixed-term contracts of employment are limited to two years.
Disadvantages of forming an UG
NOT SUITABLE FOR OCCASIONAL BUSINESS OR PRIVATE SALE ➤ NO FORMATION
If you do not intend to enter business on a permanent basis and only want to make occasional sales, for example, you do not need a company like the UG to exclude your liability. The advantage of release from liability is clearly outweighed by the formation and administrative costs.
PERCEIVED AS INFERIOR TO A GMBH ➤ FORMING A GMBH
Compared to the UG, the GmbH is regarded as a more established company form
TAX DISADVANTAGES FOR PARTICIPATION OF INVESTORS OR FAMILY MEMBERS WITHOUT MANAGEMENT AUTHORITY ➤ FORMING A UG & CO. KG
If you want to involve investors or family members as shareholders in the UG without wishing to assign all or part of the management of the company to them, they will not be able to participate in the company’s success in a tax-privileged way through a managing director’s salary. The profits would have to be subject to corporation tax, trade tax, solidarity surcharge and capital gains tax. The overall tax burden would be significantly higher than the income tax that has to be paid on the UG managing director’s salary.
CHANGE OF SHAREHOLDERS ONLY AFTER NOTARISED AMENDMENT OF THE ARTICLES OF ASSOCIATION ➤ FORMING A UG & CO. KG
If the shareholders of a UG change, the new shareholder is added to the articles of association at the notary’s office.
NO SENSIBLE APPLICATION IN THE NON-PROFIT SECTOR ➤ FORMING A GUG
The profits of a UG are of a commercial nature and are fully taxable. If you form a company in the non-profit or charitable sector and still want to exclude your liability, you would have to tax all your income and would not be able to issue tax-deductible donation receipts to your donors.
THREAT TO ALL BRANCHES OF A UG IN THE EVENT OF A CRISIS IN A SINGLE BRANCH ➤ HOLDING UG OR UG HOLDING STRUCTURE
If a UG operates several different lines of business, there is a risk that a financially crisis-ridden line of business could put the entire UG at risk of insolvency. Its losses are attributed to the other branches of the UG. The owner may be at risk of a “total loss”.
HIGH TAX RATE ON SALE OF UG SHARES AT EXIT ➤ HOLDING GMBH OR UG & CO. KG OR HOLDING STRUCTURE
If shares in a UG are sold, the capital gain is taxed at 60%, according to the partial income method.
UG founding by a lawyer
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checked cases
Open questions? – Just call us:
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Duration of UG formation
1 - 2 days
Formation advice, articles of association
Legal formation advice and drawing up articles of association
1 - 3 days
Notarisation appointment
Arranging a notarisation appointment
1 - 3 days
1 - 2 days
Initial contribution
Opening business account, paying in the initial contribution
5 - 14 days
Commercial register
Entry into the commercial register
5 - 14 days
8 - 21 days
Total duration
Total duration- from Legal formation advice to entry into the commercial register
The minimum formation time of a UG is 8 days from the first telephone call to the entry in the commercial register. On average, the formation of a UG takes about 21 days – from the initial consultation to the registration of the UG in the commercial register.
UG founding by a lawyer
✔ CHEAP✔ FAST✔ LEGALLY SECURE
Over
checked cases
Open questions? – Just call us:
(Mo. – So. from 9am to 22pm / NATIONWIDE – German landline)
Taxes and share capital of the UG
Corporation tax
The tax on the UG’s income is called corporation tax. This is a tax paid by all legal persons. At present, the tax authorities levy corporation tax in the amount of 15%. The comparatively low corporation tax rate provides an advantage over income tax. Profits may remain in the company at the end of the financial year without being subject to income tax. This would be different for a sole trader or GbR. This creates a tax advantage for retained earnings.
Solidarity surcharge
In addition to corporation tax, all corporations are subject to the solidarity surcharge, which is 5.5% of corporation tax. This is equivalent to a surcharge of 0.825 percentage points, so that the total corporation tax plus the solidarity surcharge amounts to 15.825%.
Trade tax
Since the UG usually runs a business, trade tax is also added. This depends on the local collection rate and is around 15%, though it can be more in large cities. The trade office learns about your UG or GmbH through its business registration.
Value added tax
If the UG is not covered by the small business regulation, it must collect and pay VAT. This is usually 19% but for some services it is only 7%.
Wage tax
If you want to employ salaried staff in your UG, you must also pay wage tax. We would be happy to advise you on wage tax and other questions on topics that arise after formation in our final consultation, as offered in the “Rechtssicher PLUS” package.
Tax form – your registration with the tax office
If your UG has been entered in the commercial register, you must register it with the tax office. Only then can you issue invoices (Section 137 AO (German Fiscal Code)). You register for tax by submitting the tax form to the tax office. The sooner this form is completed and submitted to the relevant office, the sooner you can start your business. We therefore prepare the application and the UG’s opening balance sheet as soon as possible after the final consultation.
Tax tip: Thus, formation costs are fully deductible
Various costs are involved in forming your UG. You will incur legal, notarial and court fees. In order for these to be fully tax deductible, a corresponding provision must be included in the articles of association. If only a standard protocol is used, the payment of formation expenses is considered as hidden profit withdrawal. This means that they are not tax deductible.
Commercial registration must be carried out
The UG must register a trade with the relevant trade office. Registration with the trade office is usually uncomplicated. A simple notification is sufficient for your UG to obtain the trade licence. You can register by post and it costs €10–€60. We take care of this formal process for you after our final consultation.
Further permits may become necessary
Most businesses require only simple registration. However, if you are pursuing a trade that affects a public interest worthy of protection, an additional permit is required. For example, a non-profit care facility requires a special permit in accordance with Section 34 GewO (German Industrial Code). We know the process and take care of organising the special permit for you.
In contrast to the GmbH, the UG (haftungsbeschränkt) can theoretically be formed with as little as €1 in share capital. This is the legislator’s response to the demands of German entrepreneurs for the creation of a limited liability corporation
- with lower capital requirements than the GmbH (€12,500 or €25,000 minimum share capital) but
- with a better reputation than the Limited (£1 (GBP)/€1 (ROI) minimum share capital; bad reputation of the suffix LTD in Germany).
The shareholders’ contributions must be paid into the business account in full before the UG is entered in the commercial register (Section 5a, (2)(1) GmbHG).
Amount of UG share capital
Although share capital of only one euro is legally sufficient for the formation of a UG, more capital should be used. The managing director of a UG is obliged to file an application for the opening of insolvency proceedings if
- the company’s assets no longer cover its liabilities (arithmetical over-indebtedness) and
- they are not able to demonstrate that the company can still be continued in the next two years (Section 15a (4) InsO (German Insolvency Code)).
If the share capital of a UG is only one euro, the company will be arithmetically over-indebted as soon as it purchases two stamps at €0.62, if its assets are not increased by shareholder loans or income from business activities. For this reason, the UG should be provided with sufficient capital when it is formed to allow it to be operational until the first calculated income is received. Short-term liquidity bottlenecks are generally overcome using shareholder loans.
Obligation to save up to €25,000 when operating a UG
The legislator’s intention in creating the UG was for it to be transformed into a “proper” GmbH. Therefore, the managing director is obliged to save a quarter of annual profits until the minimum share capital of the GmbH, which is €25,000, has been reached (Section 5a (3) GmbHG), following which the shareholders change the UG’s name to that of a GmbH by means of a so-called capital increase resolution.
In reality, profits are often eaten up by the salary of the shareholder managing director and the managing director’s income, which is exempt from social security contributions, usually replaces withdrawal. The savings are made through their private assets from which the conversion into a GmbH is made.
Here you should know that it is sufficient to save €12,500 to convert your UG into a GmbH. Converting your UG into a GmbH can therefore also take place before you as a shareholder have made a €25,000 capital contribution. This is subsequent to a decision of the Bundesgerichtshof (German Supreme Court) in 2011 (BGH, decision of 19/04/2011 – II ZB 25/10). This decision stipulates that founders of UGs may not be disadvantaged in relation to the founders of GmbHs; the latter can enter the GmbH in the commercial register by paying in €12,500 in share capital (see Sections 7 (2) and 5 (1) GmbHG). So when the time comes and you have saved €12,500 in share capital, the shareholders can rename the UG as a classic GmbH.
UG formation with foreign elements
The formation of a UG has special features if it is carried out from abroad, or by foreigners. The number of UG formations with foreign elements is constantly increasing, with UGs being formed both by Germans living abroad and by foreigners with capital goods in Germany.
Forming an UG from abroad
Forming a UG from abroad is subject to a different procedure than a normal formation in Germany.
- We will represent you in Germany if you are forming a UG from abroad.
- For this purpose, we will prepare a formation power of attorney and send it to you.
- This power of attorney will be notarised in your country of residence. To do this, you will have to go to a German embassy or consulate. (List of German consulates)
- You must send us the original authenticated power of attorney.
- We will then arrange the notarisation appointment for you in Germany.
- The instruction and commercial register entry will be sent to you. They must be authenticated again at the embassy or consulate, and a second notary appointment will be necessary.
- The UG will then be registered in the commercial register.
- If you choose the “Rechtssicher PLUS” formation package, we will also take care of tax registration and business registration.
UG formation by foreign EU citizens
In the case of UG formation by foreign EU citizens, it should be noted that the shareholders and managing directors must be present at the notary appointment. The official language of the notaries is German, so an interpreter will be required if the founders are not fluent in German. There are no other special requirements for forming the UG, as long as you are in Germany for the formation and a German company address is available.
Formation by non-EU citizens
If you would like to form a UG in Germany as a foreigner from a non-EU nation, you must also note that you will need a residence permit in order to register the company’s business at the trade office. If you would also like to work with the UG in Germany, you will need a permanent work visa.
Formation of a UG by a foreign company
There are three options for the formation of a UG by foreign companies:
- Copy of the original formation documents and an excerpt from the commercial register regarding the formation of your company.
- Translated and authenticated formation documents and an excerpt from the commercial register with apostille.
- The expert opinion of a foreign notary.
Costs
The following costs are incurred when a UG is formed.
DESCRIPTION | COSTS (NET AMOUNTS) | |
---|---|---|
Formation costs | Advice on legal form, advice on forming a company and advice on financial statements, drawing up of the articles of association and forming documents, organisation of the formation, representation during the entire formation process, company audit by the IHK, managing director contract, opening balance sheet and preparation of the trade and tax registration, VAT ID application and contract documents. | Fixed price: 209,– € (“formation package START-UP”), 629,– € (“Rechtssicher”) or 859,– € (“Rechtssicher PLUS”) |
Notarisation costs | Notarisation of the articles of association and other forming documents. By providing prior advice on formation and drawing up the articles of association and the formation documents for a fixed price, we may save you the significantly higher costs of a contract drawn up by the lawyer notary on the basis of the RVG (German Law on Lawyer’s Fees), or when invoicing on an hourly basis. | Between 280,- (Standard Record) and 835,- € (individual Statutes) on average |
Check of company name with IHK | If the responsible IHK / HWK conducts a preliminary statement procedure, we will conduct an examination procedure at your IHK /HWK for your company. This is to show whether there are any objections to your company name. In some cities or municipalities (e.g. in Berlin) the preliminary statement procedure is subject to a fee. | In some cities or municipalities about 45,- € |
Entry into the commercial register | Often 170,- € | |
Commercial registration | Depending on the city or municipality, €10.00 to €60.00 | |
Tax registration | Free of charge | |
IHK contribution | From 115,- € |
Formation of an UG at a fixed price
Our legal fee is a one-time fixed amount: you will not incur any further costs. In particular you will have to pay
- no higher lawyer’s/notary’s fee according to RVG for the formation consultation as well as the final consultation
- no higher lawyer’s/notary’s fee according to RVG for the preparation of your individual articles of association
- no higher lawyer’s/notary’s fee according to RVG for the organization of your incorporation/your representation during the incorporation process
- no higher notarial fee according to GNotKG for the preparation of the formation documents (shareholders‘ resolutions, etc.)
These costs are usually not fixed from the beginning and can get very out of hand. With us it remains with a fixed price, which is independent of the complexity or lengthiness of your case (price transparency).
Discount for serial founders or Holdings
Often several companies are founded. This happens especially in the case of serial founders or when several companies are established within the framework of a holding model. In this case, we grant a discount of 20% on our respective fixed price from the second company onwards.
Questions and answers regarding the formation of an UG
When forming an UG, clients often have questions such as::
- „Can I take action even before the UG is entered in the commercial register?“
- „How can the process of registering the UG in the commercial register be accelerated?“ or
- „What are the gUG’s accounting costs?“
Below you will find the most frequently asked questions and our answers regarding the formation of an UG.
Can I take action with the UG even before it is entered in the commercial register?
You can take action before the UG is entered in the commercial register. However, there are a few points to be considered:
- You must amend the letterhead in business transactions. The abbreviation “i.G.” for “in formation” must be added to the company name and the additional UG (haftungsbeschränkt) appended.
- During this period, liability is not limited to the business assets. Shareholders are liable with their private assets.
- In order for invoices to be issued, a provisional tax number must be applied for at the tax office.
How can the process of registering in the commercial register be accelerated?
In order to complete the formation of your UG as quickly as possible, you can register your UG in the commercial register as quickly as possible (Section 7 GmbHG). The following points should be observed:
Select a company name that is eligible for registration: You are free to choose the company name for your UG. You can choose a name that is in line with your desired image or the values of the company. Nevertheless, company law framework conditions must be complied with. If the company name is rejected upon registration in the commercial register, this delays the process by one month. We check your desired name for legal admissibility before entry.
Correct labelling of the company postbox: It may seem mundane, but if your company postbox is mislabelled, this can drastically prolong the registration process. If the documents are returned, this extends the process by approximately one month.
Payment of the advance on costs: The registry court can only approve your deposit once the advance payment has been made. You have the option of paying it in advance into the cash box of the court, or depositing it with the notary. This means that the payment can be completed more quickly than if you wait for the request.
What are the gUG’s accounting costs?
The question of accounting costs is a valid one, but no general answer can be given here. Different factors play a role here:
- complexity of the business model,
- number of transactions to be booked,
- number of employees,
- local or international orientation of the company, and
- requirements for the UG depending on its size.
As a limited company, the UG must keep double-entry accounts and prepare an annual financial statement. If it falls into the category of micro-corporations, some facilitations may be granted.
Which business account is suitable for the gUG?
The initial contribution for the UG is not subject to any requirements. Only €1 must be deposited as a symbolic contribution. Ideally, this should be done when the business account is opened.
Applicable conditions for the choice of a business account
We have already formed numerous UGs for our clients. As such, we have been able to identify four criteria that are important when choosing a business account:
- The level of unit costs: Often it is not the account management fees that cause high costs, but rather the costs of individual specific bookings. You should therefore check all cost rates carefully.
- Easy access to receipts: Online banking with the option of issuing booking documents proves to be advantageous.
- Conservative banks are preferable: Purely online banks have not proven to be advantageous when opening a business account. Since the notarial deed must be presented for a corporation to open a business account, the classic bank appointment is to be preferred.
- Card issuing for employees: Your business account should also allow you to issue EC and credit cards to employees.
Why and when is it useful to apply for a trademark?
The theft of intellectual property is an enormous damaging factor for the economy. Successful products, services or marketing concepts are often copied. To counteract this, you can apply for a trademark.
Once your trademark has been registered, you have numerous legal means at your disposal to defend yourself.
You can
- make an authorisation request,
- dun,
- sue, or
- obtain a restraining order.
German trademark law is very comprehensive and efficient. Thus it has also served as a model for European trademark law. Not only logos, graphics or brand names can be protected, but also product forms, jingles and slogans.
We recommend that you apply for a trademark for the elements of your gemeinnützige UG that are worthy of protection.
What does AGB mean?
The abbreviation AGB stands for allgemeine Geschäftsbedingungen, in other words, general terms and conditions (GTC). These can be understood as the company’s own guidelines for business transactions. Since companies often conduct repetitive and similar business, it is worth working out a single set of conditions. This means that important agreements concerning your products or services do not have to be renegotiated every time you do business.
The following topics are frequently included in the GTC:
- delivery times,
- payment methods,
- liability,
- postage and packaging costs,
- reservations of title,
- place of jurisdiction,
- revocation and return, and
- rights of use.
Due to the individual freedom of contract, the GTC may even deviate from the legal provisions. Only an absurd deviation is not allowed. Since the GTC are only valid if they stand up to legal scrutiny, you should have your GTC drawn up by a lawyer.
Your formation team
![](https://anwalt-kg.de/wp-content/uploads/2018/08/Andre-Kraus.jpg)
Andre Kraus
Specialist lawyer for insolvency law
![](https://anwalt-kg.de/wp-content/uploads/2018/08/Ahaliya-Kapilan.jpg)
Ahaliya Kapilan
Lawyer
![](https://anwalt-kg.de/wp-content/uploads/2018/09/Oksana-Enns.jpg)
Oksana Enns
Business law graduate
![](https://anwalt-kg.de/wp-content/uploads/2018/09/Sara-Garcia-Corraliza.jpg)
Sara Garcia Corraliza
Lawyer
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and a team
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Principles
Free initial legal consultation
Free initial legal consultation on your foundation project.
Quick and easy
We take care of the formalities of your formation – You concentrate solely on your business. There is no waiting period or long processing time.
Legal security
Your incorporation directly from the lawyer. We fulfill the reservation of legal advice by a lawyer (§ 2 II RDG) and assume the full legal guarantee.
Price transparency
We accompany you at a fixed price – without complex fees or indirectly allocated costs from intermediary portals.
Specialization
Due to our concentration on certain core areas we offer you a particularly high level of expertise at a a relatively low fixed price.
Long-term perspective
The consulting for your formation is our investment in a long-term cooperation in the fields of corporate and consumer law.
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Do you have a general question about „UG formation“? We answer them here for free! Enter your question here
UG gründen und Marke anmelden
01 Sep 2017/1 Kommentar/in UG GründungHallo Herr Kraus. Wir wollen eine UG gründen. Dabei geht es um Amazon Verkauf. Dafür wollen wir eine Marke anmelden. Sollen wir warten, bis die UG gegründet ist oder direkt die Marke anmelden?
Game Developement und Mining
21 Aug 2017/1 Kommentar/in UG GründungWir wollen eine UG gründen und Game Development und Bitcoin und Ether Mining betreiben. Braucht man dafür eine extra Genehmigung und eine Gewerbeanmeldung? Machen sie für uns einen Gesellschaftsvertrag für 3 Gründer?
Beurkundungskosten MiniGmbH (gemeinnützig)
03 Aug 2017/1 Kommentar/in UG GründungDa gemeinnützig nicht mit Musterprotokoll gegründet werden kann, belaufen sich die reinen Notariatskosten nach Auskunft eines angefragten Notars auf 730 Euro + Auslagen, da der 30.000 € Gründungskapital zugrunde legt + 30.000 € für den Gesellschafter, also ein Basisbetrag von 60.000 €. Gibt es da eine Alternative (außer Verein)? Sie hatten die Naotariatskosten im Range […]
Marketing und Webshop UG
01 Aug 2017/1 Kommentar/in UG GründungHallo, ich habe eine Frage zu einer Webshop UG. Wir verkaufen auf eBay und Amazon Waren. Nun will eBay, dass ich mich als professioneller Seller eintrage. Dazu brauche ich eine UG. Den Shop führe ich derzeit alleine. Kann ich in die UG meinen Sohn quasi aufnehmen und wir machen den Webshop zusammen weiter? Wäre dankbar […]
ug Gründung
03 Jul 2017/1 Kommentar/in UG GründungHallo ich möchte gerne eine ug gründen ich hätte dazu zwei Frage 1. gibt es ein Vorteil mit dem Impressum recht bei einer ug das man nicht denn Wohnsitz angeben muss 2. Kann man bei einer ug nur eine Person gründen dass man Geschäftsführer ist und Gesellschafter würde mich freuen auf eine Antwort
Unsere Mandanten vertrauen uns auch in folgenden Fachgebieten
FIRMA
GRÜNDEN
![kgr-logo-icon_gmbh](https://anwalt-kg.de/wp-content/uploads/2020/02/kgr-logo-icon_gmbh-80x80.png)
BEWERTUNG
LÖSCHEN
![kgr-logo-icon-bewertung](https://anwalt-kg.de/wp-content/uploads/2020/02/kgr-logo-icon-bewertung-80x80.png)
AGB
ERSTELLEN
![kgr-logo-icon-AGB](https://anwalt-kg.de/wp-content/uploads/2020/02/kgr-logo-icon-AGB-80x80.png)
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Hinweis
KRAUS GHENDLER RUVINSKIJ ist eine Kooperation der folgenden unabhängigen und rechtlich selbständigen Rechtsanwaltskanzleien: KRAUS GHENDLER Rechtsanwälte Partnerschaftsgesellschaft mbB, GHENDLER RUVINSKIJ Rechtsanwaltsgesellschaft mbH und KRAUS Anwaltskanzlei (Rechtsanwalt Andre Kraus).