Everything you need to know as a founder - founding steps, liability and articles of association

There are a number of steps you need to take to found a GmbH. So that you don't lose track, here are the most important steps you should consider: 

• Set up a founding team and start financial and business planning
• Draw up articles of association/list of shareholders and get them notarised
• Open a business account and pay in the share capital 
• Register the GmbH in the Commercial Register and the Transparency Register
• Business registration
• Registration with the tax office (complete tax registration questionnaire) 
• Registration with statutory accident insurance/chamber of industry and commerce/(if necessary) employment agency

1. Set up a founding team and start financial and business planning

• Start a business alone or in a team 
• If you are founding as part of a team, you should be well informed about the future and ideas of your co-founders - because the success of your business stands or falls with the founding team. 
• Personal ideas, financial and business plans should be discussed in advance. 
• These ideas will then be reflected in the articles of association. 

2. Draw up articles of association/list of shareholders and get them notarised

• The articles of association form the legal framework and basis for your company and the cooperation and relationship between the shareholders. 
• The main purpose of the articles is to set out the distribution of votes and shares, as well as certain minimum details about the company and its shareholders.
• You can use either a standardised model protocol (which is less expensive) or individual articles of association drawn up by your trusted law firm or notary. Be careful with the model deed: It is unchangeable and any changes must be notarised. To remain flexible, you should opt for the individual articles of association. 
• The articles of association must be certified by a notrised

3. Open a business account and pay in the share capital 

• To deposit your share capital, you need to open a business account 
• You can initially pay in half of the share capital (12,500 euros). 
• The share capital can be used for investments of the GmbH (foundation costs/first expenses/management salaries, etc.) 

4. Register the GmbH in the Commercial Register and the Transparency Register

• Once the articles of association have been notarised and the share capital has been paid up, the notary will arrange for the company to be entered in the commercial register at the relevant registry court. 
• Registration in the Transparency Register is mandatory and is carried out by you on the Transparency Register website after registration in the Commercial Register. 

Beware of fake invoices: You can often recognise a successful entry in the commercial register by the fact that you receive fake invoices. The counterfeiters are very professional - if you receive an invoice, always check that it is correct!

5. Business registration

• In most cases, if you offer a service or product, you are running a business. This must be registered with the local trade office, which is often done online. 

6. Registration with the tax office (complete tax registration questionnaire) 

• You will also need to register the GmbH with the relevant tax office. 
• Tax registration is carried out by completing a tax registration questionnaire and obtaining a tax number for your company

7. Registration with statutory accident insurance/chamber of industry and commerce/(if necessary) federal employment agency 

• Other steps may be relevant, such as registering for statutory accident insurance, with the Chamber of Commerce and Industry (depending on the industry) and with the Federal Employment Agency (if you are hiring employees).