AppGreenhouse GmbH was set up in just over two weeks. If you’re not careful, it can take much longer. You can do it faster than us with our tips.
Note: The standard German limited liability company is the GmbH. There are other options such as the UG, GmbH and Co KG and more. Many people have questions about Was ist eine GmbH, all questions about Gmbh will be resolved here. These variants are covered in most of the following.
Step 1: Preparing Satzung
A Satzung (Articles of Association) is a must. The Satzung (Articles of Association) will define who has which share of the company’s shares. It also outlines other important information such as when and how the shares can be sold. There are many pitfalls in this process, so I strongly recommend that you get a lawyer involved. Here’s a link that will take you to a standard version provided by the Frankfurt Chamber-of-Commerce.
Step 2: Go to the notary
All shareholders must visit a notary. A company representative should be present if any shareholder is a company. Although it is not necessary that everyone attends the same notary, it is the most efficient and fastest way to go.
The notary will read through the entire document loudly, correcting any errors as they go along with asking everyone to sign. Notaries may set up companies in English or German, and then read the Articles of Association in English. You will need the documents in English and German. You will incur significant costs and delays if you need the notary to translate the documents.
Step 3: Open a bank account for your company
Next, you will need to open a bank account. After visiting the notary, you’ll want this done as soon as possible. AppGreenhouse was chosen by Deutsche Bank, and I will tell you what happened there. After completing my Notary with Articles of Association, I went to Deutsche Bank’s branch. I was told I had to call the business department, which I did, and I got an appointment that day.
Step 4: Payment of the initial share capital and proof that it has been paid
The notary cannot submit your company’s registration to the Commercial Register unless they can prove that the initial share capital was paid in, as described in Step 2.
Step 5: Paying your registration fee
I called the notary four days after submitting the bank statement showing that the initial share capital had been paid in. The notary asked, “Have your paid the registration fee?” I didn’t know that it was required for registration.
Step 6: Get your company registration number
It is important to get your company registration number. This means that your company has been registered in the Commercial Register, which allows you to trade with limited liability.
The Berlin Commercial Register told me that it could take up to two days after payment of the registration fee. It took only one day, but I didn’t know that it had taken until the next day.
Step 7: Return to the bank
The first time I tried, I had to open an account under the name “AppGreenhouse GmbH Grundung”. I was then told by the bank that I would need to return to the bank to make a second appointment to change the account to “AppGreenhouse LLC” after the Commercial Register registration was complete. I did. Only then could I apply online for banking. Although I don’t know if this is required by other banks, you should check.
Step 8: Obtaining a Tax number, and a USt IdNr
To obtain a Tax number, you will need to register your company at the local Finanzamt. Two different numbers are available for companies: the Tax number (Steuernummer), and the USt IdNr. This would seem to happen automatically, but it doesn’t. It takes time to get them both. AppGreenhouse had to wait nearly two months for the two numbers to be issued.
