Formation & corporate structure
Form a GmbH or UG, contribute an existing business or build a holding structure. Briefly describe your project and request your individual proposal free of charge.
Formation, business contribution, holding or initial guidance.
One or two sentences are enough. Further details are optional.
Send your inquiry. We will contact you about your proposal.
Open questions can stay open. We collect further formation details and documents later, through an agreed secure channel.
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GlobeCirc: community & adviser network12 months of free company listing after formation with KALERExplore GlobeCirc
€1,000 legal advice voucherRedeemable after formation support for setting up your external legal department
Company formation advice under German law
KALER advises on company formation under German law: legal form and ownership, articles of association and management, and coordination with notaries and tax advisers. After launch, we assist with contracts, employment matters, intellectual property and further corporate decisions. Services and fees are agreed for your project.
Your contact: Darius Kaler, Rechtsanwalt (Germany), founder and Managing Partner of KALER. Advice throughout Germany; head office in Frankfurt am Main.
Legal form and funding
No legal form suits every project. Liability, capital requirements, collaboration and planned development should be considered together. Sole proprietorships or partnerships may also be appropriate, depending on the project.
| Structure | Capital | Key question and features |
|---|---|---|
| GmbH | At least €25,000 in share capital | How will capital, ownership and management be organised? For a formation funded entirely in cash, generally at least one quarter of each share and at least €12,500 in total must be paid before registration is applied for. The obligation to pay the balance remains. |
| UG (haftungsbeschränkt) | Share capital below €25,000 | What funding will sustain the actual business? The agreed share capital must be paid in full before applying for registration; contributions in kind are excluded. Statutory reserve requirements must be considered. Low share capital does not replace adequate liquidity planning. |
| Holding structure | Capital depends on each company's legal form | What investments, funding or future disposals are planned? A holding is not a separate legal form. Multiple companies involve additional contracts and ongoing obligations. The legal structure must be coordinated with tax planning. |
In addition to the statutory minimum provisions, founders should agree how they will work together: who decides, who contributes work, how profits are distributed, and what happens in a dispute or on departure. With several founders, ownership percentages do not automatically reflect each person's actual contribution.
Provisions creating an obligation to transfer GmbH shares may themselves require notarisation. This also affects the design of equity participation and vesting arrangements.
The structure, participants and funding are clarified first. Contract drafting and notarisation follow. Capital contributions, evidence and the commercial register application must be coordinated. The notary and register court have separate responsibilities; the firm cannot determine a registration decision in advance.
A short description is enough for the initial inquiry. Identity documents and confidential materials follow only after we agree a suitable transmission channel.
Share capital is not a formation fee. Separate costs include legal fees, notarial fees, register charges and, where applicable, tax advice. The scope, number of companies, contract drafting and specific structural questions affect the work involved.
A general flat amount would not reliably reflect individual contract drafting, a holding structure or a business contribution. You receive a proposal for the agreed services.
Legal tasks continue after commercial register entry. Customer and supplier contracts, employment arrangements, product rights, data protection and shareholder resolutions need to fit your business. A funding round may introduce new participation and control rights.
KALER can assist through individual instructions or agreed ongoing advice. Tax, accounting and notarial services remain separate service areas.
The decision depends on funding, liability, shareholders and growth plans, among other factors. A GmbH has at least €25,000 in share capital. A UG (haftungsbeschränkt) can be formed with less, but requires full payment before applying for registration and is subject to special reserve rules. Actual business funding must be viable for either form.
The minimum share capital remains €25,000. For a formation funded entirely in cash, generally at least one quarter of each share and at least €12,500 in total must be paid before the registration application. Unpaid amounts remain due. Contributions in kind and special formation arrangements require their own assessment.
The articles of association must be notarised. Video notarisation may be possible where the legal requirements are met. Whether this is suitable for your project and the persons involved is clarified with the notary. An online inquiry does not replace notarisation.
The simplified procedure is limited to no more than three shareholders and one managing director, and does not allow additional provisions deviating from the statutory model. Its suitability therefore requires particular scrutiny if voting rights, departure, investment protection or individual working arrangements need to be regulated.
Timing depends on complete documents, agreement on contracts, the notarial appointment, the bank and the register court. Foreign participants, a holding or a business contribution may require additional steps. We discuss the sequence for your project without promising a fixed registration date.
The GmbH as such does not exist before registration. A person acting in its name beforehand may be personally liable. Even after registration, a managing director's own breaches of duty may give rise to liability. Contracts and the start of trading should therefore reflect the stage of formation.
Explore the topics relevant to your next step.
Ownership, resolutions and the development of your corporate structure.
Structural questions and coordination between corporate law and tax planning.
Plan for share transfers, departure and dispute prevention early.
Capital increases, subscription rights and the position of existing shareholders.
Organisation, responsibilities and the personal duties of management.
Contracts, employment matters and recurring decisions in daily business.
Information updated: . Published by KALER Rechtsanwaltsgesellschaft mbH. General information does not replace assessment of your project. Professional and regulatory information.
Our services
From the structural decision to launch. We put together suitable support for your project.
GmbH, UG or another legal form: we plan a legal structure around your objectives.
Ownership, management, capital and decision-making. On request, we explore the design further in an additional structure and analysis consultation.
Individual rules for ownership, decisions and the working relationship between founders.
Articles of association, shareholder agreements and, where needed, managing director agreements. We tailor profit distribution, departure, succession and dispute resolution to your project.
Transfer an existing business, assets and contracts into the new structure.
We assess a suitable transfer or contribution route, draft the necessary agreements and coordinate implementation with tax advisers and the notary. Employees, liabilities and intellectual property are considered as appropriate.
Align holding companies, operating companies and investments.
Establishing and developing the corporate structure, forming subsidiaries and structuring ownership. Tax matters are clarified together with tax advisers.
Coordinate documents, organise the notarisation appointment and provide legal support.
We coordinate drafts and questions with the notary and attend the appointment as agreed. Representation is provided where legally possible and agreed. Notarisation and submission of the commercial register application are handled by the notary.
The legal foundation for customers, employees and your business model.
As needed: customer and supplier contracts, terms and conditions, employment agreements, IP transfers, trademarks and data protection. The specific scope is agreed with you.
GlobeCirc — community & adviser network
We use GlobeCirc as a community and adviser network to connect you with suitable professionals. On request, we coordinate the agreed formation steps and the work with tax advisers, notaries and other advisers.
Request network supportFind suitable contacts and align the legal structure with tax planning.
Coordinate documents and drafts, arrange appointments and support notarisation.
Involve additional contacts as needed. Your existing advisers are welcome.
After your supported formation
Your formation is the beginning. Stay connected with businesses and advisers through GlobeCirc, and use our ongoing legal support if you wish.
GlobeCirc
GlobeCirc is the community and adviser network through which we connect businesses with suitable professionals. When you form your company with KALER, it is listed on GlobeCirc free for twelve months.
External legal department
Contracts, employment questions and corporate decisions: on request, we also support your day-to-day business.
After formation supported by KALER, use your voucher for the free setup of your external legal department. We already know your structure.
Explore ongoing legal support Redeemable after a formation supported by KALER for setting up the external legal department. Ongoing legal advice and fees are agreed separately.The process
Briefly describe your project and add contact details.
Clarify your project and open questions. You decide on our proposal.
Collect the relevant documents and coordinate with those involved.
Support the notarial appointment and registration process for the chosen legal form.
A brief explanation
We are personally available for anything else.
Request a free proposalYes. Select 'Initial guidance' in the form. The legal form and other key points can remain open. A short description of your idea is enough for an initial discussion.
We assess an appropriate route for your business. Relevant factors include its existing legal form, assets, contracts and tax requirements. Implementation is coordinated with your tax adviser and the notary.
On request, we coordinate the agreed formation steps and connect you with suitable contacts through GlobeCirc as a community and adviser network, including tax advisers and notaries. Existing advisers can be included. Responsibilities, services and costs are agreed in advance.
We consider your objectives, legal form, ownership, management and a possible holding or business contribution in detail. You receive a recommendation on the legal structure and next steps. Scope and fees are agreed before instruction.
The proposal request and the initial discussion to identify your advisory needs are free. Selected services become chargeable only after a separate instruction. You receive a proposal with the agreed scope for formation support. Legal fees, any VAT and additional notarial, register and tax advisory costs are shown transparently.
After a formation supported by KALER, your company is listed on GlobeCirc free for twelve months and becomes part of its community. We use GlobeCirc as a community and adviser network connecting businesses with suitable professionals. You also receive a €1,000 legal advice voucher redeemable for setting up our external legal department. As we already know your structure, a fresh setup is unnecessary. Ongoing support is agreed separately.
The twelve-month free company listing is activated after a formation supported by KALER. You receive information on its start, term and possible continuation before activation. The formation inquiry alone does not start a listing.
