How to Form a UG in Germany 2026: Steps, Costs and Timeline

Forming a UG (haftungsbeschränkt) in Germany costs about €480 in fees in 2026 with the Musterprotokoll and one founder: about €150 for the notary, €300 for the commercial register and around €30 for the trade registration, depending on the town. Registration usually takes 2 to 6 weeks; the share capital from €1 is not a fee and stays in the company.

Key Facts at a Glance

• Fees: about €480 for a solo formation with the Musterprotokoll, about €550 with two or three founders. 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 UG pays at most €300 of the formation costs, and never more than its share capital. You pay the rest privately.
• Share capital: from €1, paid in fully and in cash before the registration is filed. Contributions in kind are excluded (§ 5a(2) GmbHG).
• Timeline: 2 to 6 weeks to registration. The tax number usually arrives 4 to 8 weeks after the tax registration questionnaire.
• Reserve: every year a quarter of the net profit goes into a statutory reserve until you raise the share capital to €25,000 (§ 5a(3) and (5) GmbHG).
• From day one: double-entry bookkeeping, an electronic opening balance sheet, VAT returns and annual accounts that must be published.

What Does Forming a UG 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 your actual share capital, and for small amounts only the minimum fees apply.

Smaller items come on top depending on the case, such as copies or a completion fee. A video notarisation adds a €25 net video fee (KV 32016 GNotKG). Every year the UG also pays the transparency register fee (€19.80) and its IHK contribution, which each chamber sets itself.

In Berlin, the trade registration costs €31 for a UG with one managing director (service.berlin.de, as of June 2026). Other towns set their own fees. There is no separate bill for publishing the registration any more: the entry counts as published when it is first available for retrieval in the commercial register (§ 10 HGB).

Worked Example: Jonas Forms a UG Alone in Berlin

Jonas forms a web-design UG with the Musterprotokoll, €1,000 of share capital and an in-person notary appointment.

After registration, the UG pays its €300 out of the share capital. Of Jonas's €1,000, €700 stays for the start. Jonas pays the other €179.75 himself and cannot invoice them to the UG. How the UG books and deducts its share is covered in deducting incorporation costs.

Musterprotokoll or Custom Articles of Association?

The Musterprotokoll (§ 2(1a) GmbHG) is a statutory template. It combines the articles, the appointment of the managing director and the shareholder list in one document. You may only use it if the UG has at most three shareholders and exactly one managing director. Custom clauses are not allowed.

Custom articles cover what the Musterprotokoll cannot: several managing directors, vesting, pre-emption rights, special voting rights. In exchange, the notary uses a minimum value of €30,000 (§ 107(1) GNotKG). With two founders, the notarisation alone then costs €250 net instead of €120, and the shareholder list and resolutions are charged separately.

Rule of thumb: for a formation alone or with one partner, the Musterprotokoll is enough. If you plan investors or a holding structure, start with custom articles, because changing them later means another notary appointment.

How to Form a UG: Nine Steps

1. Choose the company name and business purpose. The name needs the suffix "UG (haftungsbeschränkt)". 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, the business address 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 "UG 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 online business account.
5. Pay in the share capital. The full share capital must be in the account. You give the bank statement or the deposit confirmation to the notary, who then files the registration with the court. Digital providers like Qonto open the account for the UG in formation online and issue the deposit confirmation digitally.
6. Commercial register entry. The UG comes into existence with the entry. Before that, you are personally liable for business done in the UG'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 UG 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 fills in the GewA 1 for you for free: 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 UG (§ 20(1) GwG).

How Long Does Forming a UG 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 UG in formation right after the notary appointment; you do not have to wait for the register entry. That shortens the wait for the tax number you need for correct invoices.

Share Capital: How Much Makes Sense?

By law €1 is enough (§ 5a(1) GmbHG). In practice notaries do not notarise a UG with €1 of share capital, and the Musterprotokoll works against it too: the UG may only take on formation costs up to the amount of its share capital. With €1 of share capital, you pay almost the whole €480 yourself. With €300, the cost cap is reached, but no money is left in the UG after registration.

Expert opinion

Founding a UG for €1 is a myth: neither the notary nor the commercial register will accept it. Realistically, you pay in at least around €500 of share capital. But that isn't even the real cost: the real cost is the far more expensive bookkeeping from a Steuerberater that a UG needs from day one.

Share capital of €1,000 to €2,000 covers the fees and leaves money for the first bills. Notary costs stay at the minimum fees up to €2,000, as in the table above. After registration you may spend the share capital on the business, on software, rent or marketing. More on paying in and increasing it in the guide to share capital.

The 25% Reserve and the Path to a GmbH

Every year the UG must put a quarter of its net profit, after deducting any loss carried forward, into a statutory reserve (§ 5a(3) GmbHG). You may not distribute this money. It may only be used for a capital increase from company funds or to cover losses.

The duty does not end on its own when reserve and share capital together reach €25,000. It ends only when the shareholders actually raise the share capital to at least €25,000 and the increase is entered in the commercial register (§ 5a(5) GmbHG). You can do that from the reserve or at any time with fresh money, so you do not have to wait.

Example: the UG makes €20,000 net profit after tax. €5,000 goes into the reserve, €15,000 could be distributed. With €1,000 of share capital, €24,000 is missing to reach the GmbH threshold; from the reserve alone that takes just under five years. How the conversion works and what it costs is in converting a UG to a GmbH. The comparison of both legal forms is in UG vs GmbH.

Duties from Day One

The UG 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, however small it is.

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 UG in 2026, the expected VAT for the year decides. Above €9,000 you file monthly, otherwise quarterly. As the law stands today, the suspension ends after 2026. From 2027 the monthly duty for new businesses applies again, unless the legislature extends the suspension.

Tax on profit: 15% corporate income tax plus the 5.5% solidarity surcharge on it make 15.825%. Trade tax comes on top, exactly 14% at a multiplier of 400%. Together that is about 29.8%. The €24,500 allowance applies only to sole traders and partnerships, not to a UG. From 2028 corporate income tax falls by one point a year, down to 10% from 2032 (§ 23 KStG). More in the guide to trade tax.

Bookkeeping without the Steuerberater bill: bookkeeping is the biggest ongoing cost lever. Fully managed UG bookkeeping with a Steuerberater costs €200–800 a month, plus €800 to €2,500 for the annual accounts. Doing the ongoing bookkeeping yourself with software cuts exactly that line item. In Norman the AI Bookkeeper does it: it pulls in your bank transactions, matches receipts, builds your VAT returns and files them with the tax office. What a Steuerberater otherwise costs is covered in the guide to accountant costs.

How to Do It with Norman

1. Start the formation. Under "Company creation" you choose UG or 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" Norman fills in your GewA 1.

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 AI bookkeeping and taxes for GmbH and UG, or go straight to forming your UG with Norman.