For international companies and founders looking to establish a legal presence in Germany, the GmbH (Gesellschaft mit beschränkter Haftung) is the most common and versatile entity form. It offers limited liability for shareholders, a clear and flexible governance structure, and is widely recognized by German banks, authorities, customers, and business partners. The formation of a GmbH requires a minimum share capital of €25,000, notarial authentication of the articles of association, and registration with the commercial register (Handelsregister).
HUFELD advises international founders and companies on all aspects of GmbH formation: selecting the appropriate legal form (GmbH, UG, branch, or permanent establishment), drafting the articles of association and shareholder lists, coordinating the notarial incorporation process, and advising on the appointment of managing directors. For foreign companies establishing a German subsidiary, HUFELD also advises on the governance relationship between the parent and subsidiary, inter-company agreements, and the practical setup of the German entity.
Whether you are completing a seed financing round, a Series A with venture capital investors, or acquiring a German company, the underlying corporate law framework is central to structuring and closing the transaction. German financing rounds typically involve negotiating term sheets, drafting investment agreements (Beteiligungsvertrag), amending the articles of association, issuing new shares, and managing the complete closing process including the required notarial steps.
HUFELD advises international founders, companies, and investors at all stages of corporate transactions involving German entities. We review and negotiate term sheets, draft investment agreements and amended articles, advise on anti-dilution provisions, information rights, and protective clauses, and coordinate the closing process. For acquisition transactions, we advise on due diligence, share purchase agreements, warranties and indemnities, and post-closing integration matters under German law.
HUFELD is a Munich-based business law firm advising international founders, shareholders, and companies on German corporate law. Our lawyers work in English with international clients and are experienced in bridging the gap between international business expectations — shaped by common law traditions, US VC practice, or UK company law — and the specific requirements of German corporate law.
Munich is one of Germany's most active business and startup locations, and our lawyers are well-connected in the local ecosystem: with notaries experienced in international transactions, with the commercial register authorities, and with the broader network of investors, accelerators, and advisors in Munich and southern Germany. Whether you are a solo international founder setting up your first German GmbH, a foreign corporate group establishing a subsidiary, or an international investor acquiring a stake in a German company, HUFELD provides practical, outcome-focused corporate advice in English.
Yes. Foreign nationals can found and own shares in a German GmbH without restriction. There is no requirement to be a German resident or EU citizen. The GmbH requires a minimum share capital of €25,000 and notarial incorporation. For the appointment of non-EU residents as managing directors, some practical considerations apply. HUFELD advises on the complete formation process for international founding teams.
No. There is no legal requirement for the managing director (Geschäftsführer) of a German GmbH to be a German citizen or resident. However, the managing director must have unrestricted legal capacity and must not be prohibited from holding such a position. Non-EU residents may face some practical complications. HUFELD advises on managing director requirements for international clients.
The UG (Unternehmergesellschaft haftungsbeschränkt) is a variant of the GmbH that can be founded with as little as €1 in share capital. However, the UG is required to retain 25% of annual profits until share capital reaches €25,000, at which point it can convert to a full GmbH. The full GmbH is generally preferred for investor transactions and larger commercial operations.
Yes. GmbH formation in Germany requires notarial authentication of the articles of association and the shareholder list. The notary also submits the registration application to the commercial register. HUFELD coordinates the notarial process for international clients, including preparation of all required documents in advance of the notary appointment.
GmbH formation typically takes two to four weeks from notarial signing to registration in the commercial register. Once the application is submitted, registration is usually completed within one to two weeks. HUFELD advises on how to structure the process efficiently for international clients.
