Business

Germany — Business: Company Formation

Foreign nationals can own 100% of a German GmbH with no restrictions — the Geschäftsführer (managing director) need not be German or German-resident, and shareholders can be non-resident individuals or foreign entities. Non-resident founders can complete the entire formation process remotely via a notarized power of attorney (Vollmacht) to a German representative, without visiting Germany. Formation requires notarization (available via video notary session since August 2022) and typically takes 3-6 weeks from notary appointment to a fully operational company with Handelsregister (commercial register) entry, Steuernummer (tax number), and business bank account. Non-EU citizens additionally need a residence permit under §21 AufenthG if they intend to personally manage the business in Germany. All GmbHs must register beneficial owners (UBOs) in the Transparenzregister within one month of formation.

lawyersgermany.com / S&S Consult foreign founder guides · Last verified 2026-07-20

Key Facts

  • Foreign nationals can own 100% of a German GmbH — no nationality restrictions on shareholders or the Geschäftsführer (managing director).
  • Non-resident founders can complete formation entirely remotely via a notarized power of attorney (Vollmacht), including video notary sessions available since August 2022.
  • Full formation timeline: 3-6 weeks from notary appointment to Handelsregister entry, Steuernummer, and business bank account.
  • Non-EU citizens intending to personally manage the business in Germany need a residence permit under §21 AufenthG (separate from company ownership itself).
  • All GmbHs must register ultimate beneficial owners (UBOs) in the Transparenzregister within one month of formation, regardless of nationality.

Steps

  1. Draft the Gesellschaftsvertrag (articles of association) — Prepared with legal counsel, defining shareholding and management structure.
  2. Notarize via video session or in-person — Non-resident founders can use a notarized power of attorney to avoid traveling to Germany.
  3. Deposit share capital — €25,000 for GmbH (€12,500 minimum paid-in at formation) or as little as €1 for UG.
  4. Register with the Handelsregister — Commercial register entry, obtaining a Steuernummer (tax number).
  5. Register UBOs in the Transparenzregister — Within one month of formation.

Timelines

  • Full formation process: 3-6 weeks

Required Documents

  • Notarized articles of association
  • Notarized power of attorney (for remote non-resident founders)
  • Proof of deposited share capital

Common Mistakes

  • Assuming a residence permit is required to own a German GmbH — ownership has no residency requirement; §21 AufenthG applies only if the founder intends to personally manage the business in Germany.
  • Missing the one-month Transparenzregister UBO registration deadline after formation.

Related Topics

limited-companyannual-compliance
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