Found a UG online - immediately, easily and quickly
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Form a UG at a fixed price
With Recht 24/7 , you can set up your UG quickly, easily and online. Directly from the lawyer: As a German law firm, we offer you the highest quality and legal security. With completely transparent prices and all services included - without "packages", "intermediaries" and hidden costs.nullSince 2003, we have been helping founders to start their business legally secure and without bureaucracy. Awarded "FOCUS highest customer satisfaction" in the field of online legal advice in 2023 and 2024.
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User stories from our founders
Diadem Europe Services GmbH
Recht 24/7 provided us with excellent support and advice, even though it was not the standard procedure for a GmbH companycompany formation . No questions were left unanswered."
www.diademsports.eu
Elenita Cafe
All my questions were answered in detail and competently within 24 hours and the brand registration was completed quickly. Many thanks for the professional support!"
www.elenita-cafe.com
Black Label Coffee
"First of all, I would like to say a big thank you for the super support and the fast response time from Recht 24/7.
At the beginning, we had the founding documents drawn up by Recht 24/7 , which were accepted by the notary without any effort on our part. As time went on, we kept coming back to them with legal questions and we were always helped quickly and easily."
www.black-label-coffee.de
Signum Label Marketing UG
Recht 24/7 helped us to found our start-up without any stress."
www.ihr-private-label.de
Jellies
Recht 24/7 carried out an identity search and a similarity search for our trademark and thus showed us both risks and opportunities. The registration was completed quickly and efficiently without any problems."
www.jellieswear.com
Di-Lara
We would particularly like to emphasize the quick feedback from the Recht 24/7 team on questions and challenges during the research and application phase of our trademark trademark."
www.Di-Lara.de
Pfeiffer wooden toys
The opening of our Amazon store was one of our main reasons for filing our trademark application."
www.holzspielzeug-pfeiffer.de
Animal paradiseFB
The cooperation has proven to be very helpful and friendly."
www.tierparadiesfb.de
Your village life
Competent advice and support on various legal issues relating to the offering and sale of experiences and products on the Internet was provided from the very first minute."
www.deindorfleben.de
Flight simulator Dresden
Many thanks for the very nice contacts during our UG foundation phase."
www.flightsimulations-dresden.de
Schmiedeberger
"As a coach, I need individual legal texts that suit my work and my services. Recht 24/7 created customized legal texts for me, which I am very satisfied with.
The legal texts were created individually for me. They took the time to listen to me and create really suitable texts. 5 stars - I can recommend Recht 24/7 to anyone!"
www.lebensdreieck.de
Your advantages of founding a UG online with Recht 24/7
Founding a UG (haftungsbeschränkt) online - the most important facts in brief
What is a UG (haftungsbeschränkt)?
A UG (haftungsbeschränkt) is a legal form for a company. UG is the abbreviation for Unternehmergesellschaft. It is often also referred to as 1-Euro GmbH. In contrast to a partnership, the UG (haftungsbeschränkt) is a corporation. This means that the company is always liable with its "capital" (therefore also a corporation) and not the shareholder behind it personally. As with a GmbH, the company's liability is therefore limited to the paid-up share capital.
Advantages of a UG (haftungsbeschränkt)
The advantages of company formation a company in the legal form of an entrepreneurial company (haftungsbeschränkt) can be summarized as follows:
- Liability minimization: Liability is limited to the share capital
- In contrast to a GmbH, no high share capital is required
- the start-up costs are low
You can start a company formation with Recht 24/7 today.
What share capital is required?
There are no legal requirements for the share capital required for an Unternehmergesellschaft (haftungsbeschränkt). Theoretically, you can also set up a company with one euro, which is why this legal form is often referred to as a 1-euro GmbH. In practice, however, the vast majority of notaries will only certify a share capital of EUR 500.00 or more and we therefore recommend at least this amount.nullThe reason for this is that - in the opinion of these notaries - an insolvency situation already exists with a share capital of EUR 1 with the company formation . This is because the company has various financial obligations after the company formation . If there is only 1 euro in the account, it is no longer possible to pay the outstanding debts right from the start and would have to file for insolvency. Of course, this does not apply to companies that have ongoing income and there is no legal basis for this practice.
Executive bodies - who does what in a UG (haftungsbeschränkt)?
A UG (haftungsbeschränkt) consists of the shareholders and the managing directors. You can also set up a UG (haftungsbeschränkt) on your own without any problems. This is referred to as a one-man company or a one-man UG. The founder is then both a shareholder and a managing director. If there are several participants, the entrepreneur is free to choose who is to be a partner and who is to be a managing director.nullThe positions can best be compared to a car: The shareholders sit in the back and own the car. The managing director sits at the wheel and drives. If the shareholders say he has to drive to the airport, then the managing director must do so as the driver. Because as the owners, they set the pace.
Partnership agreement and model minutes - what's the difference?
A UG (haftungsbeschränkt) can be founded either with a partnership agreement or a model protocol. The main difference is the notary fees for these two variants: The notary fees are approx. 500.00 euros more expensive for a partnership agreement. Many notaries therefore also recommend a partnership agreement. However, this is only worthwhile if you want to deviate from the model protocol and this is actually advisable. Examples of this are
- Start-ups with more than three shareholders
- Individual regulations on pre-emption rights
- Start-ups with more than one managing director
We prepare the incorporation documents in such a way that the lowest notary fees are incurred and coordinate everything directly with a local notary's office.
How does company formation work?
The online companycompany formation a UG is as simple as possible with us: In a first step, you send us all the information online. We then use a lawyer to create all the necessary formation documents individually. So you don't receive any forms or bureaucracy to fill out yourself, but we take care of everything from a single source. After you have reviewed everything, we will arrange a notary appointment at your location for notarization according to your wishes. Throughout the entire company formation process, our lawyers will be available to answer all your questions about the company formation and all legal issues. We will also prepare the entry in the commercial register and company register.
Questions and answers about UG 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.
The notary fees are as follows if the model protocol is used and the share capital is up to EUR 7,000:
- for one shareholder approx. 190.00 Euro
- with 2-3 partners approx. 290,00 Euro
The notary fees for the use of individual articles of association are the same as for a GmbH:
- for one shareholder approx. 800.00 EURO
- with more shareholders approx. 860.00 EURO
The notary will invoice the new company after notarization.nullThe 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.
A "UG" stands for entrepreneurial company. The correct company name is "UG (haftungsbeschränkt)". It is a so-called corporation. This means that company formation creates a new "legal" entity that, like a GmbH, assumes all of the entrepreneur's liability.
Only the company - i.e. the UG - is liable and no longer the entrepreneur. The provisions of the GmbH Act apply to the UG. Like a GmbH, the UG therefore offers significant liability relief. There is a significant advantage in the area of insolvency: here only the company is liable and never the entrepreneur personally.
The UG combines the advantages of a GmbH with a cost-effective 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?nullA 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.nullFrom 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.nullIn 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?nullPrior 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 .nullFor 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.nullYou 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.nullThere 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).
No, the model protocol allows for a maximum of one managing director and three shareholders.nullIf you have two or more managing directors, we will draw up individual articles of association for you. Please note that the notary fees for notarization will increase by approx. 600 EURO.
Up to a share capital of EUR 25,000.00, 25% of the annual profit must be retained to form reserves. The remainder may be distributed to the shareholders.
The costs of operating a UG are made up of the following items:
- Costs for the fulfillment of accounting and tax obligations
- Costs for compulsory membership of the IHK/HWK
For a UG with a turnover of 50,000.00 euros, these costs are around 600.00 euros per year. If your UG is active and has a high turnover, these costs will increase in accordance with the tax consultant fee ordinance and the IHK/HWK fee schedule.
Can I subsequently "limit liability" for these contracts and take them over from my old company?nullNo. 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.nullReason 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.nullTo 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.nullYour 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:nullAlternative 1:nullYou 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.nullYou can find an overview here: https://www.dnoti.denullAlternative 2:nullAlternatively, notarizations and certifications by German diplomatic missions abroad (= embassies) are also possible.nullYou can find more information at https://www.auswaertiges-amt.de/de/.nullWe will be happy to help you prepare the relevant documents and powers of attorney for notarization abroad.
My bank wants such a contract!nullIn the company formation of the Unternehmergesellschaft in the so-called simplified procedure, the model protocol replaces the articles of association. This is a direct result of the law:null§ 2 Form of the articles of association
(1a) ... The model minutes shall also serve as a list of shareholders. In all other respects, the provisions of this Act concerning the articles of association shall apply mutatis mutandis to the model minutes.nullA partnership agreement is therefore not permitted or possible with this company formation . If your bank or the tax office requires such "articles of association" or "partnership agreement", it is therefore sufficient if you submit the sample protocol.
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 UG company formation .
at a fixed price of 259.00 EUR net
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