Founders
Founders can align their intended ownership, contributions and decision rights before the notarial appointment.
Form a GmbH in Germany · Berlin · advising across Germany
Form a GmbH in Germany
Forming a GmbH starts before the notarial appointment. Ownership, funding and decision rules should be aligned while they can still be shaped efficiently.
Who it is for
For founders building a serious business in Germany.
The right setup depends on who is founding, how capital is provided and which developments can already be anticipated.
Co-founders and investors
An early review can show where a standard template does not reflect the intended relationship or future financing.
Future management
Prospective directors can clarify appointment, authority and internal approval rules from the outset.
Advice
Every legal step through registration.
Structure, articles, shareholder list and notarial coordination remain part of one connected formation process.
Formation structure
Who will found the company, how capital is provided and how it may grow should be settled before the notarial stage.
- Clarify founders’ roles and ownership
- Plan cash or non-cash contributions
- Consider later investors
Articles and ownership
The articles translate the founders’ commercial understanding into rules on shares, voting and change.
- Define shares and voting rights
- Set proportionate reserved matters
- Address transfer and departure scenarios
Notary and commercial register
Documents, notarisation, capital payment and filing steps need to be coordinated.
- Complete the papers before the appointment
- Coordinate payment and evidence
- Follow filing through to registration
Contact
Planning to form a GmbH?
Share the number of founders, business model and desired timing. I will suggest an appropriate route forward.
How we work
Make formation predictable.
Key choices are prepared before notarisation so that execution and commercial-register filing can proceed without avoidable loops.
Request counselSet out the formation plan
We clarify founders, shareholdings, company purpose, financing and proposed directors before the notarial appointment.
Prepare the right documents
The statutory template or bespoke articles are assessed, together with any further arrangements on decisions, share transfers and departures.
Coordinate completion
The articles, shareholder list, director appointment and further steps are aligned with the notary and tax adviser where needed.
Practical perspective
What matters in practice
The following points explain typical decisions and dependencies in this area of advice.
Set the structure before the notary appointment
Company name, registered office, business purpose, ownership and management should form one coherent formation concept. The allocation of shares should also account for future investment and internal authority.
- Map founders, ownership percentages and contributions
- Define representation and reserved matters
- Prepare the name and business purpose for registration
Plan capital and contributions
A GmbH has statutory minimum share capital of EUR 25,000. In a cash formation, the statutory minimum payments must be made before registration; contributions in kind require separate structuring and documentation.
- Allocate nominal share amounts consistently
- Choose deliberately between cash and in-kind contributions
- Coordinate payment and registration steps
Manage the period before registration
Between notarisation and entry in the commercial register, the company operates as a GmbH in formation. Contracts, bank setup and operational steps should therefore be controlled and aligned with the notary and registration process.
- Limit pre-registration activity to necessary steps
- Prepare the shareholder list and filing documents completely
- Implement corporate stationery and disclosure requirements after registration
Read more
Forming a GmbH: model protocol or bespoke articles? →
Your contact: Dr. Philipp Lerch, attorney · Content last updated: 24 September 2026
Dr. Philipp LerchAttorney · Berlin
Profile
Legal precision meets commercial understanding.
As an attorney with experience at an international business law firm and an additional background in computer science, I combine corporate law expertise with a clear understanding of business models, processes, and technology.
- Former attorney at Hogan Lovells International LLP
- Two German honours examinations with a focus on commercial and corporate law
- Dr. jur. and LL.M. Corporate and Commercial Law, University of Sheffield
- B.Sc. Computer Science, Free University of Berlin
FAQ
Frequently asked questions
When can a GmbH be formed using the statutory template?
The simplified procedure is available only with up to three shareholders and one managing director. It does not allow bespoke provisions that depart from the statutory template. Suitability should be checked before a notarial appointment.
What should co-founders agree before forming a GmbH?
Beyond shareholdings and management, they should discuss decision thresholds, reserved matters, funding, departures and future investors. The right split between articles and a separate agreement depends on the company.
Which information is useful for an initial formation review?
Please provide the founders’ details, proposed name and activity, ownership split, proposed directors and financing plan, plus any existing drafts or agreements.
What is the difference between the lawyer’s and the notary’s role?
Legal advice can translate the commercial arrangements into a suitable structure and drafts. The articles require notarial form; notarisation and registration steps are coordinated with the notary.
Can the articles anticipate future investors or a sale?
Transfer rules, voting thresholds and information rights can be designed with future changes in mind. The appropriate terms depend on the founders’ plans and financing outlook.
Contact
Planning to form a GmbH?
Share the number of founders, business model and desired timing. I will suggest an appropriate route forward.