The UG has become a popular legal form. You can find out how to set it up and what steps you need to take here.

Do you want to start a business but don't have a lot of start-up capital? Is it important to you that the start-up is quick and easy? Then the UG could be the right legal form for you. Before you decide on a specific legal form, you should know all the requirements that you need to fulfill in order to be able to found a UG. The UG does not always only have advantages over the larger legal form, the GmbH. Find out everything you need to know about founding a UG with Digitale Gründung.

Definition

What is a UG?

The UG was established in the wake of the popularity of the British limited company and is intended to make it easier for start-ups to pursue entrepreneurial goals with little share capital.

In principle, it is already possible to set up a UG with share capital of one euro. This may sound practical, but it is not advisable in practice. There is a risk of the company becoming undercapitalized, which could result in insolvency. To avoid consequences under civil and criminal law, your share capital should at least cover the formation costs.

The share capital can only be paid in as a cash contribution; contributions in kind are not possible for the UG. We recommend an initial investment of at least 1000 euros.

Requirements

Found a UG: The requirements at a glance

Who can set up a UG and what steps do I need to take before I can start trading with my company? There are a few requirements for founding a UG, which you can find here at a glance:

  • Shareholders & management: Your UG needs at least one adult shareholder and a management.
  • Registrable name: The company name must meet minimum legal requirements. You can have the IHK check whether your company name is registrable.
  • You need a German registered office. German citizenship is not mandatory.
  • For entry in the commercial register, it is necessary that the share capital has already been paid in. You need a business account for this.
  • Regardless of whether you set up with a model protocol or individual articles of association, your articles of association must be notarised. Entry in the commercial register is also carried out by a notary.
  • Once you have been entered in the commercial register, you must apply to the relevant tax office for a tax and VAT ID and make an entry in the transparency register. If you trade on the stock exchange, you will also need an LEI number.
Documents

What documents do you need to set up a UG?

Before you can register your UG in the commercial register with legal effect, you need a form of articles of association. It is possible to form a company with a standard record or with individual articles of association.

The standard record is a legally pre-formulated and standardised document and serves as proof of incorporation. The document formalises the basic data of the company and contains information on the shareholders, the share capital and the purpose of the company. However, the use of the standard record is restricted: Only one-person UGs and multi-person UGs with a maximum of 3 shareholders can use the standard record. Furthermore, you cannot add any individual regulations to the standard record.

If you would like a more flexible structure for your articles of association, we recommend individual articles of association. This is particularly advisable in more complex social constellations that require a certain degree of individualisation. The lawyers at Digitale Gründung will be happy to help you draw up your articles of association.

Notarisation

Notarisation and incorporation

The costs for designing your contracts depend on the individual effort involved. Basically, you can expect costs (including the costs at the local court) of 400 – 2,000 euros for setting up your company.

The articles of association (or standard record) must be notarised by a notary. The notary’s office then handles the registration with the commercial register. The prerequisite for this is that the share capital has already been paid into the business account. You will need a bank statement and proof of payment.

Registrations

Official applications and registrations

With the entry in the commercial register you lose your founding status “UG in Gründung” (UG i.G.). This means that the UG has been legally spun off and has limited liability. Further official registrations are then required for the UG: This includes tax registration with the tax office and registration with the trade office. The UG must also be registered with the Chamber of Industry and Commerce and entered in the transparency register.

Checklist

Checklist for founders: Requirements for a UG

  • Standard record or UG articles of association
  • Notarisation
  • Opening a business account and paying in share capital
  • UG commercial register application
  • Applying for a tax and VAT ID at the tax office
  • Business registration (IHK, trade association, etc.)
  • Entry of the UG in the transparency register
  • LEI registration for securities trading, if applicable
Conclusion

Conclusion: Founding a UG - an overview of the requirements

Founding a UG is an attractive option for entrepreneurs who want to set up a company with little start-up capital. The most important requirements include choosing a registerable company name, paying in the share capital (at least EUR 1, recommended at least EUR 1,000) and having the founding documents notarized. In addition, official registrations such as with the commercial register, trade office and transparency register are required.

The UG offers the advantage of a simple and inexpensive formation, but there are legal obligations such as the savings obligation, which aim to build up capital in the long term for a possible conversion into a GmbH. Anyone opting for a UG should carefully consider whether it meets the company's long-term objectives or whether it would make more sense to establish a GmbH directly. However, with the right preparations and documents, the formation can be legally compliant and efficient.

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FAQ

In our FAQ you will find answers to the most important questions about Founding a UG: Requirements, Procedure and Checklist and your company founding.
A UG can be founded with a minimum share capital of €1. However, it is advisable to start with a higher amount to cover initial business expenses and ensure smooth operations.
Any individual or group of individuals can establish a UG, regardless of nationality or residency. A UG can also be founded by a single person, making it suitable for solo entrepreneurs.
Key documents include the articles of association, proof of share capital deposit, and a list of shareholders. These documents must be notarized and submitted to the commercial register for approval.
Yes, the name of the UG must include the term "haftungsbeschränkt" to indicate limited liability. The name should also be unique and not conflict with existing company names in the commercial register.
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