Step-by-step:
Open Your Company Account
Founding a GmbH or UG sounds like a paperwork exercise. The traps that cost expat founders real money come after registration: Transparenzregister deadlines, managing-director personal liability, verdeckte Gewinnausschüttung, and a ~30% effective tax rate most expect to be 15%.
Go directly to account opening →The 6 steps, in order
Founding plus account activation: usually 3–7 weeks. The biggest variable is Handelsregister processing time in your city.
Pick your legal form
Pick your legal form
GmbH: €25,000 Stammkapital (at least €12,500 paid in at founding), full reputational weight, lower scrutiny when raising money. UG haftungsbeschränkt: from €1 share capital, same limited-liability shield, must retain 25% of annual profit until it reaches €25,000 (then conversion to GmbH is straightforward). GbR: no capital, no separate legal entity, full personal liability — only safe for very small ventures with high trust between partners.
Tip: Most expat founders start with a UG to keep capital free, then convert to GmbH once profitable. Talk to a Steuerberater before deciding — picking the wrong form to "save tax" is the most expensive mistake we see.
Prepare the founding documents
Prepare the founding documents
Draft articles of association (Gesellschaftsvertrag): company purpose, share distribution, managing director appointment, governance rules. A UG with one shareholder can use the Musterprotokoll (template), cutting Notar fees roughly in half. Prepare the Gesellschafterliste and the managing director appointment letter. All documents must be notarized by a German Notar; all founders and managing directors must appear in person or grant a notarized Vollmacht.
Tip: Notar appointments in Berlin, Munich, Hamburg, Frankfurt routinely book 3–4 weeks out. Book before drafting documents to lock in the date. Notar costs scale with Stammkapital: ~€350–500 for a UG, ~€700–1,000 for a standard GmbH.
Open the founding account and deposit Stammkapital
Open the founding account and deposit Stammkapital
Open a Gründungskonto at Commerzbank in your company name with the "i.G." suffix (in Gründung — in formation). Deposit at least €12,500 for a GmbH (half of €25,000) or the full Stammkapital for a UG. Commerzbank issues the Bankbestätigung über die Stammeinlage — the bank certificate required for Handelsregister submission.
Tip: Bring the notarized Gesellschaftsvertrag and ID to the bank appointment. The Bankbestätigung is usually ready 1–2 business days after the deposit clears. Do not touch the Stammkapital until the company is registered — drawing it down before registration can cancel the founding.
Register with the Handelsregister
Register with the Handelsregister
Your Notar submits the registration to the local Amtsgericht with the notarized articles, the bank confirmation, the Gesellschafterliste, and the managing director appointment. The court reviews and enters the company; you receive an HRB number. The company now exists as a legal entity and you can drop the "i.G." suffix.
Tip: Timeline varies: 1–2 weeks in smaller cities, up to 4 weeks in Berlin/Munich. After registration, you separately register with the Finanzamt (Fragebogen zur steuerlichen Erfassung) for Steuernummer and USt-IdNr. Notar handles the Handelsregister; Finanzamt is on you.
Activate the business account and set up EBICS
Activate the business account and set up EBICS
Send the HRB number and updated Handelsregisterauszug to Commerzbank. The Gründungskonto converts to a regular Geschäftskonto. Request EBICS credentials for each managing director and your Steuerberater. Configure dual authorization (Vier-Augen-Prinzip) for payments above a threshold you set — most founders pick €5,000.
Tip: Set Vier-Augen-Prinzip from day one. Many cyber-fraud insurance policies require it, and the day you actually need it is not the day you want to be configuring it.
Connect DATEV — and only then file invoices
Connect DATEV — and only then file invoices
Link the Commerzbank account to DATEV Unternehmen online (or Lexware, SevDesk, etc. if your Steuerberater prefers). Bank statements flow into the accounting system automatically; VAT returns, monthly reports, and annual Jahresabschluss pull from the same data. Set up the integration before sending the first invoice — back-importing six months of transactions costs more time than the setup.
Tip: Your Steuerberater has the DATEV-Mandantennummer needed for the connection. If you do not have a Steuerberater yet, get one before you incorporate — GmbH/UG bookkeeping is double-entry by law and not realistically self-doable.
Open Your Company Account Now
We've guided 10,000+ expats through German banking since 2014, including hundreds of GmbH and UG founders. Here's the 6-step setup — plus the post-founding obligations Notare rarely talk about.
Open Your Company Account Now →Five post-founding obligations most expat founders miss
Transparenzregister — 4-week beneficial-owner deadline
Every GmbH and UG must register its beneficial owners (anyone holding 25%+) in the Transparenzregister within 4 weeks of Handelsregister entry. Missing the deadline triggers fines from €1,000 up to €150,000 for repeat offences. The Bundesanzeiger publishes a list of non-compliant companies — bad for your credit and any future partnership. Filed at transparenzregister.de, takes ~30 minutes, free for most cases.
Managing-director personal liability — read this once before signing
Limited liability protects shareholders, not managing directors. Three traps where the GmbH/UG shield does not protect you: missing the 3-week Insolvenzantragspflicht when the company is insolvent (personal liability for new debts, possibly criminal); paying suppliers when employee social-security contributions are unpaid (personal liability for the contributions, criminal under § 266a StGB); and verdeckte Gewinnausschüttung — paying yourself outside salary/dividend rules triggers immediate tax assessment plus penalties. A D&O insurance policy (~€400–800/year for small companies) covers most of this.
Effective corporate tax: ~30%, not 15%
Headline Körperschaftsteuer is 15%, but add Solidaritätszuschlag (5.5% of KSt) and Gewerbesteuer (Hebesatz varies, typically 14–17% in major cities), and effective tax sits around 30%. Plus 25% Abgeltungsteuer (or your personal rate) when you take money out as dividends. A GmbH only saves tax versus Einzelunternehmer above ~€80–100k profit; below that, the bookkeeping overhead eats the savings.
Steuerberater is not optional — and not cheap
GmbH/UG bookkeeping is double-entry (doppelte Buchführung) by law, with mandatory Jahresabschluss filed at the Bundesanzeiger and the Finanzamt. Self-doing this is not realistic. Budget: €2,000–5,000/year minimum for a small GmbH, more if you have employees. Find a Steuerberater experienced with expats before you incorporate — they should walk you through the founding decisions, not pick up the pieces afterwards.
Founding-cost budget and document checklist
Plan €1,500–3,500 in founding costs: Notar (€350–1,000), Handelsregister fees (€150–400), Gewerbeanmeldung (€20–60), Steuerberater initial consult (€300–800), first-year retainer. Documents to have ready: all founders' passports, residence permits (non-EU), Anmeldung addresses, business plan summary for the Notar appointment, and a registered Geschäftsadresse — virtual offices work but need to be among the providers the Amtsgericht accepts.