How to Form a GmbH in Germany 2026: Costs from about €600, Steps and Timeline

Forming a GmbH in Germany costs about €600 in fees in 2026 with the Musterprotokoll and one founder: about €270 for the notary, €300 for the commercial register and around €30 for the trade registration, depending on the town. On top comes €25,000 of share capital, of which at least €12,500 must be paid in at registration.

Key Facts at a Glance

• Fees: solo formation with the Musterprotokoll about €600, with two or three founders about €740. Many guides still quote €150 for the commercial register; since June 2025 it is €225 plus a €75 provision fee.
• Cost cap: with the Musterprotokoll the GmbH pays at most €300 of the formation costs. The shareholders pay the rest privately.
• Share capital: at least €25,000. At registration, a quarter of each share and at least €12,500 in total must be paid in (§ 7(2) GmbHG).
• Timeline: 2 to 6 weeks to registration. The tax number usually arrives 4 to 8 weeks after the tax registration questionnaire.
• Tax: on retained profits the GmbH pays about 29.8% at a trade tax multiplier of 400%. From 2028 corporate income tax falls by one point a year.
• From day one: double-entry bookkeeping, an electronic opening balance sheet, VAT returns and annual accounts that are published.

What Does Forming a GmbH Cost in 2026?

The costs are three fees: notary, commercial register and trade office. Notary fees follow the Court and Notary Fees Act (GNotKG). With the Musterprotokoll the usual minimum value of €30,000 does not apply (§ 105(6) and § 107(1) GNotKG). The fee is based on the €25,000 share capital, and one full fee under table B is then €115.

The notary may add smaller items depending on the case, such as copies or extracts. Notarising by video adds a €25 net video fee (KV 32016 GNotKG). If you contribute assets instead of cash, the register entry costs €360 instead of €225 (No. 2101 HRegGebV), plus €120 for provision. Other towns set their own trade registration fees.

Worked Example: Lena Forms a GmbH Alone in Berlin

Lena forms a software GmbH with the Musterprotokoll and €25,000 of share capital. She pays €12,500 into the business account before the registration is filed.

After registration the GmbH pays its €300 from the capital paid in. Lena pays the remaining €301.13 herself. How the GmbH books and deducts its share is in the guide to deducting formation costs.

What Does the GmbH Cost per Year After That?

Formation is the smaller item. A GmbH gets expensive through the duties that come back every year.

Doing the ongoing bookkeeping yourself with software removes the biggest item. What a Steuerberater otherwise charges a GmbH is in the guide to accountant costs.

Musterprotokoll or Custom Articles of Association?

The Musterprotokoll (§ 2(1a) GmbHG) is a statutory form. It is the articles of association, the appointment of the managing director and the shareholder list in one document. You may use it only if the GmbH has at most three shareholders and exactly one managing director and the share capital is paid in cash. Custom rules are not allowed.

With custom articles you can set what the Musterprotokoll cannot: several managing directors, vesting, pre-emption rights, special voting rights. In exchange the notary applies a minimum value of €30,000 (§ 107(1) GNotKG), and the shareholder list and the director appointment are charged separately. Ask the notary for a cost estimate in advance.

Rule of thumb: for founding alone or with one partner, the Musterprotokoll is enough. If you plan investors or a holding, start with custom articles, because changing the articles later means another notary appointment. What belongs in custom articles is in the guide to articles of association.

How to Form a GmbH: Nine Steps

1. Choose the company name and business purpose. The name needs the suffix "GmbH". Check the commercial register first for a similar name in the same town. Describe the purpose in one concrete sentence.
2. Prepare the documents for the notary. The Musterprotokoll or draft articles, ID for every shareholder, a business address in Germany and the split of the share capital.
3. Notary appointment. The notary notarises the agreement, in person or by video. In the same appointment the managing director signs the commercial register filing.
4. Open a business account. The account is opened for the "GmbH in formation". Our analysis of bank connections in Norman (data through September 2026) shows where companies bank: about 31% of UGs and GmbHs have a Qonto account connected, about 15% one at a Sparkasse, about 14% at Finom and about 11% at Vivid. The sample reflects digitally run businesses and over-represents neobanks. More in the bank monitor. With the code NORMAN50 you get a €50 bonus on your Qonto account.
5. Pay in the share capital. At least €12,500 must be in the account, and at least a quarter of each share. The managing director confirms the payment in the filing (§ 8(2) GmbHG), and the notary then files it with the registry court.
6. Commercial register entry. The GmbH comes into existence with the entry. Before that, you are personally liable for business done in the GmbH's name (§ 11(2) GmbHG).
7. Tax registration. You submit the tax registration questionnaire for GmbH and UG via ELSTER, free with Norman. The tax office also requires the opening balance sheet electronically as an E-Bilanz (§ 5b(1) sentence 4 EStG). More in the guide to the opening balance sheet.
8. Trade registration. The GmbH registers its trade with the trade office, even if the activity would otherwise be freelance. As a corporation it is always a commercial business. Norman prepares it for you: trade registration with Norman.
9. Transparency register. Report the beneficial owners right after formation (transparency register for GmbH and UG). The duty applies to every GmbH (§ 20(1) GwG).

The share capital is not locked after registration. The GmbH may spend it on rent, software, salaries and stock; it must only not flow back to the shareholders. More on paying in, proof and increases in the guide to share capital.

How Long Does Forming a GmbH Take?

It goes fastest if the account is open before the notary appointment and you transfer the share capital the same day. You can submit the questionnaire for the GmbH in formation right after the notary appointment. That shortens the wait for the tax number you need for correct invoices.

When Is a GmbH Worth It?

A GmbH pays off when several of these points come together:

• Real liability risk: you sign five-figure contracts, are liable for products or work on long projects with high damage potential.
• High, stable profit that stays in the company: as a rule of thumb, a GmbH becomes interesting for tax from about €80,000 to €100,000 in sustained annual profit.
• Several shareholders: shares and voting rights are cleanly set in a GmbH.
• Investors or a sale planned: transferring shares is standard in a corporation.

If profit is low or uneven and the risk is small, a sole proprietorship or a UG is usually cheaper. You can convert a sole proprietorship into a GmbH at any time later.

The lever is whether you take profits out or leave them in the GmbH. The GmbH pays 15% corporate income tax plus the 5.5% solidarity surcharge on it, 15.825% together. Trade tax comes on top, exactly 14% at a multiplier of 400%. If it distributes the rest, you pay 25% flat-rate withholding tax plus the surcharge privately.

If you reinvest, you benefit. If you need everything privately, the second tax on the distribution cancels the advantage. From 2028 corporate income tax falls by one point a year, down to 10% from 2032 (§ 23 KStG). At a 400% multiplier, retained profits are then taxed at about 24.6%. How to steer profit through your managing director salary has its own guide, and more on the tax itself is in corporate income tax.

Expert opinion

This is a simple decision, because it shouldn't be based on vibes or whether you feel like it. Opening a GmbH is complicated and expensive. It only makes sense if you really need it for one of the reasons listed here. Otherwise, it's not worth it.

GmbH or UG: Which Fits Better?

The UG is cheaper to start; the ongoing duties are the same. If you can pay in €12,500 and want to appear as a full GmbH to banks and clients, form the GmbH right away. The detailed comparison is in UG vs GmbH.

Duties from Day One

The GmbH is a merchant by virtue of its legal form. From day one it must keep double-entry books and prepare a balance sheet with a profit and loss statement every year.

VAT returns in 2026 and 2027: under § 18(2) sentence 4 UStG, new businesses file monthly in the year they start and the following year. For 2021 to 2026 this rule is suspended: if you form your GmbH in 2026, the expected VAT for the year decides. Above €9,000 you file monthly, otherwise quarterly. From 2027 the monthly duty for new businesses applies again, unless the legislature extends the suspension.

All deadlines for the year-end are in the guide to annual financial statements for GmbH and UG.

How to Do It with Norman

1. Start the formation. Under "Company creation" you choose GmbH, the company name and the business purpose. Norman searches the commercial register for similar names. So you spot clashes before you meet the notary.
2. Add shareholders and share capital. Norman checks whether the Musterprotokoll is allowed for your data. With "Generate documents" you get drafts of the Musterprotokoll and the shareholder list as PDF and Word files.
3. Request a notary. You choose the city and the format (in person or online) and click "Request notary matching". The Norman team finds a suitable notary and coordinates the appointment for you.
4. Follow the formation checklist. On your dashboard you tick off the steps: business account with "See the offers", capital deposit, HRB number, tax office, trade office and transparency register.
5. Tax office and trade office. With "Fill in the tax questionnaire" you submit the questionnaire via ELSTER, then the opening balance sheet as an E-Bilanz. With "Start Gewerbeanmeldung" you prepare the trade registration.

What it costs: formation support, the questionnaire and the opening balance sheet are free, and so are double-entry bookkeeping and invoicing, with no end date. With the Max plan at €39 a month, billed yearly, you also file VAT returns, corporate and trade tax and the annual accounts with E-Bilanz. Prefer to chat? Start with the Norman app in ChatGPT or connect Norman to Claude. More on taxes for GmbH and UG, or go straight to forming your GmbH with Norman.