Determination of the essential information of the company
According to the legal requirements, a GmbH registration must contain the following information:
- Name of the company (company name)
- Object of the company
- Registered office
- Shareholders
- Shareholding structure (amount, raising and distribution of share capital)
- Management of the company
It is also advisable to discuss the formation plan with a tax advisor. This person can provide valuable information on profitability, taxation and social security law.
The other provisions of the articles of association (which are also called “statutes”) must also be specified. These essentially concern the relationship of the shareholders to each other, for example their voting rights or the conditions for leaving the GmbH.
Notarial certification
The notary public notarizes the articles of association intended for the GmbH and the formation protocol. He prepares the other necessary documents for the commercial register, for example the list of shareholders.
Payment of the share capital
The notarization creates a so-called company being incorporated (“GmbH i.Gr.”), which is already capable of acting.
An account is opened for this GmbH i.Gr. and the share capital is paid in. For this purpose, the notarized articles of association must be presented to the bank. This is the usual proof that the share capital is at the disposal of the company. A receipt of the payment must be sent to the notary’s office. In the case of contributions in kind, a different procedure is provided for; in this case, a report on the value of the contributions in kind must be prepared.
The founders are recommended to keep the proof of deposit in their personal documents. In this way, they can, if necessary, counter later liability claims.
Registration of the company in the Commercial Register by the notary public
The notary prepares the documents for the commercial register. He also submits them electronically to the register court on behalf of the company.
The registration process usually lasts between ten and fifteen business days.
Upon registration, the company comes into existence and the founders receive an extract from the commercial register.