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Found a GmbH online: Is the digital notary appointment worthwhile for you?
Since August 1, 2022, you can set up a GmbH online in Germany. The basis for this was created with the Act Implementing the Digitalization Directive (DiRUG). This sounds practical: if you found a company online, you no longer have to appear in person at the notary's office, the articles of association can be notarized and the commercial register application can be certified from your computer.
However, the process requires many precautions and technical requirements in order to meet the high security standards. We'll give you a quick check to see if online founding is for you and present you with an efficient alternative.
How the online notarization procedure works
The virtual procedure is an additional option that is available to you alongside the face-to-face procedure at the notary's office. Alternatively, you can also opt for a mixed form. For example, you can be present in person while your co-partners participate online, or vice versa.
You carry out an online notarization as a video conference with your notary. The notary may only use the video communication system of the Federal Chamber of Notaries for this purpose.
What technical requirements must be met?
To take part in the notarization online, you must register on the website of the Federal Chamber of Notaries. You will need:
- An Internet connection
- A computer with camera and microphone
- A smartphone that can read the eID and photo
- The app of the Federal Chamber of Notaries (free of charge)
Identification of the parties involved in online companycompany formation
Before you set up your GmbH online, you have to go through a two-stage identification procedure.
Identification with eID
There are three German eIDs with which participation is possible:
- German ID card with eID function for German citizens
- eID card for citizens of EU and EEA member states
- for third-country nationals: electronic residence permit with eID function
Furthermore, eIDs from abroad are accepted if they are notified in accordance with Art. 9 eIDAS Regulation and meet the security level "high" within the meaning of Art. 8 para. 2 lit. C eIDAS Regulation.
Adjustment by the notary
If you are not personally known to your notary, he or she must compare your appearance with the photograph that you have already submitted electronically. This step is carried out via the video communication system of the Federal Chamber of Notaries. This requires a smartphone as a reading device and the Bundesnotarkammer app.
Electronic signature
An electronic signature is required to replace your signature, which you would normally sign the contract by hand. This is created and managed by a qualified trust service provider and attached to the electronic document as a "signature key". You select a provider and register with them. You will then be sent the hardware and software.
How much does it cost to set up a GmbH online with a notary?
In addition to the notary fees, which are also incurred in the case of an on-site appointment for the notarization of the certificate of incorporation and the certification of the commercial register application, there is also a lump sum for expenses amounting to EUR 25.
Is online companycompany formation possible with a power of attorney?
Yes, you can also have yourself represented at the online companycompany formation . To do this, you must provide your notary with a corresponding power of attorney. This must be submitted in original or as a copy; unfortunately, this is not possible in electronic form.
Founding a GmbH online from anywhere?
The notarization of the articles of association and the certification of the commercial register application can be carried out regardless of location. However, you are obliged to open a business account as part of the GmbH company formation . Due to the Money Laundering Act, most banks require shareholders or managing directors to appear in person.
For which matters is personal attendance still mandatory?
If, for example, you wish to sell shares or acquire shares from a shareholder after the online companycompany formation your GmbH, you must appear in person at the notary's office. Conversion processes such as spin-offs also require an appointment on site.
Our conclusion on the topic of founding a GmbH online
The technical implementation is too complicated. It requires too much preparation on your part and on the part of the notary, so that there are no savings in terms of time or costs. It is therefore better to prepare your GmbH company formation and then go to the notary. By providing all services such as legal advice, company name verification, and contract drafting online, you can start your business quickly and with legal certainty. Withcompany formation , all documentscompany formation ready within 24 hours. Of course, we prepare them in such a way that the lowest possible notary fees are incurred. At your request, we also take care of the processing and coordination with the notary. You can set up your GmbH online at Recht 24/7 transparent fixed price of €319.00, excluding VAT, plus notary, court costs, and IHK fees.
Questions and answers on GmbH company formation
Recht 24/7 has been incorporating companies since 2003. We are the original and ensure that you incorporate quickly and professionally.
You will receive all the necessary documents, prepared by a lawyer according to your requirements. All within 24 hours.
Unlimited legal advice from a lawyer is included in the price. All services required for company formation are included. You pay nothing extra for legal "formation advice" or a management contract. You receive advice from a lawyer and not from a "formation consultant" without legal qualifications.
Without hidden costs. Compare for yourself.
You will receive your incorporation documents, individually prepared by a lawyer, within 24 hours. If you are in a hurry, we can also arrange a notary appointment within this time frame. After notarization, the company is legally capable of acting as a UG in company formation GmbH in company formation.
You will receive a questionnaire from the tax office approx. 10 days after entry in the commercial register. We will of course provide you with comprehensive support in the company formation your UG or GmbH. We will also answer any questions regarding the tax office questionnaire.
As with all questions relating to your company formation , a lawyer is available to you around the clock. You can also get a good initial overview here.
Is this only possible for the GmbH or also for the Unternehmergesellschaft?
A so-called non-cash incorporation is possible in principle, but is very complex. This requires a non-cash incorporation report and a contribution agreement. In addition, you need an expert opinion on the value of the object to be contributed (e.g. DEKRA expert opinion). The registry court then examines this so-called non-cash incorporation individually.
From a practical point of view, it can therefore be ruled out that a non-cash formation can be completed quickly. It usually takes several weeks for the above-mentioned steps to be completed before final registration. For these reasons, we do not currently offer non-cash formations.
In addition, a non-cash foundation is only possible with a GmbH and not with a UG (haftungsbeschränkt).
Why can't I use an old account for my entrepreneurial company (with limited liability) or limited liability company, but have to open a completely new one?
Prior to notarization, there is only a so-called "pre-incorporation company." Neither such a pre-incorporation company itself nor its assets are transferred company formation the subsequent entrepreneurial company or limited liability company after company formation .
For this reason, the pre-company or the subsequent entrepreneurial company or limited liability company cannot continue to use a bank account set up by the founding shareholders before the company was established. In this respect, we strongly advise against opening the account before the notary appointment.
You can find our partners for opening a business account here: https://dev-recht24-7.de/recht-24-7-partner/
The Unternehmergesellschaft (UG haftungsbeschränkt) or GmbH are taxed according to the principles of the so-called corporations. The following taxes apply:
- Corporations pay corporation tax of 15% on their profits.
- In addition, corporations must pay a solidarity surcharge of 5.5% on corporation tax.
These taxes are far lower than those that a self-employed person would otherwise normally have to pay on their profits. This is particularly advantageous if the profits do not have to be paid out in full and can remain in the company.
When profits are distributed to the shareholders, an additional flat-rate withholding tax of 25% is payable and an additional solidarity surcharge of 5.5% on this tax.
No. As a rule, you are not: If the shareholder and managing director has a shareholding of 50% or more, it is assumed that they have a so-called controlling position within the company. This means that there is no "dependency" as with a normal employment contract and the shareholder is treated as a self-employed person.
There is therefore no social security obligation (judgment in this regard: BSG Urt. v. 14. 12. 1999 - B 2 U 48/98 R, GmbHR 2000, 618, 619).
The notary fees amount to EUR 25,000 share capital:
- for one shareholder approx. 800.00 EURO
- with more shareholders approx. 860.00 EURO
The notary will invoice the new company after notarization.
The registry court costs amount to approx. 300.00 euros and will be invoiced to the new company approx. 10 days after notarization. The costs are made up of approx. 225.00 euros for the registration and approx. 75.00 euros for retrieving the documents.
Can I subsequently "limit liability" for these contracts and take them over from my old company?
No. It is not possible to transfer old contracts from the sole proprietorship to the UG (limited liability) or GmbH: The UG or GmbH is notaso-called "legal successor"and does not enter into the existing contracts of a sole proprietorship.
Reason for the legal regulation: The contractual partner should not be surprised by the liability protection of the UG or GmbH. After all, they have concluded a contract with a natural person and not with a limited liability company.
To illustrate with an example: if that were possible, you could simply set up a UG or GmbH for a private individual's loan agreements and then you yourself would be debt-free.
Your personal liability is only excluded for all legal claims (including private insolvency) once the UG (limited liability) or GmbH has been entered in the commercial register.
A company formation with a shareholder abroad is possible. There are two alternatives:
Alternative 1:
You have the deed notarized by a notary abroad. For this notary, you also need a so-called apostille on the deed. This is a confirmation from an authority that the notary is actually licensed. This option is available in most countries.
You can find an overview here: https://www.dnoti.de
Alternative 2:
Alternatively, notarizations and certifications by German diplomatic missions abroad (= embassies) are also possible.
You can find more information at https://www.auswaertiges-amt.de/de/.
We will be happy to help you prepare the relevant documents and powers of attorney for notarization abroad.
With Recht 24/7 , you receive all services at a fixed price, no hidden costs, no packages with additional costs. Our fixed-price offer includes everything you need for professional, smooth GmbH company formation .
at a fixed price of 319.00 EUR net
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