Register a UG: How to finally get started with your business

The decision to found a UG is a big step - and you may already have a clear business idea that you finally want to turn into reality. But before you really get started, the question often arises: Where do I start? The formation process may seem complex at first glance, but with the right support and a clear structure, registering a UG is easier than you think.

The following 8 steps will show you exactly how to set up your UG successfully - from choosing the legal form to tax registration. Each step brings you closer to your goal: running your own company, making independent decisions and realizing your vision. You don't have to fight your way through the bureaucratic jungle alone. The start-up packages from Digitale Gründung offer you exactly the support you need to set up your company safely, efficiently and legally. Whether you are looking for help with preparing the necessary documents or selecting the right package - we will accompany you all the way.

The UG is a popular legal form for founders who want to start with limited capital. Compared to the GmbH, the UG offers the advantage of minimal share capital, but profits must first be used to build up capital. Other legal forms, such as the GbR or sole proprietorship, do not require a capital contribution, but offer less liability protection.

The share capital of the UG is at least 1 euro. It can be provided either as a cash contribution or through contributions in kind, whereby the latter are often more complicated to value. Although it is theoretically possible to found a company with just EUR 1, it is advisable to plan for a higher share capital in order to have sufficient financial resources for the initial phase of the company. Many founders therefore opt for share capital of at least EUR 1,000 to cover running costs such as rent, operating resources or initial investments. The higher the share capital, the more solid the company is perceived externally, which is particularly advantageous when working with business partners and banks.

Before you can register your UG, you must first draw up articles of association. You can draw up the contract using either a model protocol or individual articles of association. The model protocol can only be used if the UG has no more than three shareholders and only one managing director.

The information in the articles of association must be complete and correct. If errors are detected when checking the UG registration in the commercial register, the notary process must be repeated, which causes double costs and prolongs the formation process. To avoid mistakes, it is advisable to consult a lawyer. The lawyers at Digitaler Gründung will be happy to support you in drawing up the articles of association.

The articles of association must also be notarized and all shareholders must be present.

The articles of association must contain the following minimum details

• Company name (the company suffix “Unternehmergesellschaft (haftungsbeschränkt)” is obligatory)
• Company location
• Object of the company
• Share capital

Tip: Unsure about preparing the documents? Then opt for one of our incorporation packages and get professional advice and guidance when registering your UG.

Once you have drawn up the articles of association, the next important step is to have them notarized. In Germany, it is a legal requirement that the articles of association and the signatures of all shareholders are certified by a notary. The notary checks whether the contract meets the legal requirements and whether all relevant points are included correctly.

Notarization serves to formally confirm the formation and ensure that all shareholders are aware of their contributions and obligations. Only after this notarization can you register your UG in the commercial register. The notary will also take care of the application to the commercial register for you, which simplifies the process and ensures that all legal steps are followed correctly.

This formal step is essential, as your UG only legally exists as a company once it has been entered in the commercial register.

An important step in founding a UG is depositing the share capital. To do this, you need to open a business account. However, before your UG is entered into the commercial register, it is in the founding phase and carries the designation "UG in Gründung (UG i. G.)". To avoid potential issues when opening an account, it is advisable to start with a founder account. Such an account, like the one offered by our partner Qonto, allows for quick and easy deposit of share capital and helps you manage your finances right from the start.

To open a business account, you will typically need the following documents:

• Incorporation certificate with notary seal
• List of shareholders
• ID cards of the legal representatives

Before you can register your UG with the commercial register, the share capital must be deposited into the business account. For the registration, you need to provide a bank statement from the business account and proof of the deposit. The UG will be entered into Section B of the commercial register.

The application for registration is submitted with the assistance of a notary, who forwards the application to the district court.

Once the district court has reviewed the application, the commercial register entry is published in the electronic Federal Gazette. A registration fee is charged by the district court, and notary fees must also be paid.

Any independent activity carried out over a longer period, involving financial risk and aiming to generate profit, must be registered with the trade office (Gewerbeamt). You can register your business online through the portal of your city's trade and regulatory office or schedule an in-person appointment.

The trade office notifies the tax office about the new registration, ensuring you receive a tax identification number and a VAT ID for your UG. To save time, you can complete the tax registration questionnaire and inform the tax office directly.

Additionally, depending on the type of business, you may need to notify other authorities, such as:

• Your responsible professional association (Berufsgenossenschaft)
• The Chamber of Industry and Commerce (IHK)
• The Chamber of Crafts (HWK)
• Apply for a company number if hiring employees (Betriebsnummer).