Preparation
Pre-Notarisation Checklist
A structured checklist for incorporating a GmbH with a foreign shareholder. Work through each phase before the notary appointment. Use the jurisdiction checker at the bottom to confirm authentication requirements for your shareholder's country.
Phase 1 — Corporate decisions
Resolve all of the following before the notary appointment is scheduled.
- Company name confirmed — contains "GmbH", is distinctive (§ 4 GmbHG, § 18 HGB)
- Registered office in Germany confirmed; note the competent commercial register court district (§ 4a GmbHG)
- Company objects agreed — precise formulation; avoid broad or substantively empty clauses (§ 3 Abs. 1 Nr. 2 GmbHG)
- Articles decided — model articles (Musterprotokoll) or bespoke; bespoke strongly recommended for foreign shareholders
- Managing director(s) identified
- Representation authority decided — sole (Einzelvertretung) or joint (Gesamtvertretung) (§ 35 GmbHG)
- § 181 BGB exemption decided — grants the managing director authority to act on both sides of a transaction (self-dealing)
Phase 2A — Shareholder documents (legal entity)
For shareholders that are companies or other legal entities.
- Current commercial register extract (Handelsregisterauszug or equivalent) — not older than 3 months
- Articles of association or company statutes of the shareholder entity
- Shareholders' resolution authorising the GmbH formation
- Authentication of the above documents — use the jurisdiction checker below
- Certified German translation of all foreign-language documents
- If not attending in person: notarised power of attorney, authenticated per the jurisdiction checker below
Phase 2B — Shareholder documents (individual)
For shareholders who are natural persons.
- Valid passport or EU national identity card
- If not attending in person: notarised power of attorney + authentication per jurisdiction checker below
Phase 3 — Managing director documents
- Valid passport or EU national identity card (to be presented at the notary appointment)
- Written declaration: no bar to appointment — no relevant criminal convictions, no prohibition from holding office (§ 8 Abs. 3 GmbHG)
- If not attending: notarised power of attorney + authentication per jurisdiction checker below + certified copy of ID
Phase 4 — Bank account and share capital
Account opening is typically the most time-critical step. Start this process early.
- Business bank account opened in the name "[Company] GmbH i.G."
- At least EUR 12,500 transferred to the account (50% of the EUR 25,000 minimum share capital, § 7 Abs. 2 GmbHG)
- Share capital freely at the managing director's disposal — not encumbered by formation-period liabilities (§ 8 Abs. 2 GmbHG)
Phase 5 — Post-registration compliance
These obligations arise immediately after the commercial register entry is made.
- Trade registration (Gewerbeanmeldung) with the Gewerbeamt at the registered office (§ 14 GewO)
- Transparency Register: file or update beneficial owner data — obligation arises on share transfer, not on commercial register entry (§ 20 GwG)
- Tax office: submit questionnaire for initial tax registration and opening balance sheet (§ 138 AO)
- Company stationery updated: registered name, registered office, commercial register number and court, managing director(s)
Jurisdiction checker — apostille and legalisation
Select the country from which your corporate documents originate, or the country where the power of attorney will be signed, to see the authentication requirement.
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