Costs

GmbH incorporation costs break down into government fees, notary fees, and professional legal fees. For a foreign shareholder incorporating a new GmbH, total costs typically range from EUR 2,500 to EUR 4,500, depending on complexity. Unlike hourly billing, many incorporation advisors (including our practice) charge a fixed fee so you know your total cost upfront.

1. Commercial Register fee

The court of first instance (Amtsgericht) charges EUR 150 for entry in the Commercial Register. (Item 1101 of the Schedule of Fees for Commercial Register Matters (HRegGebV))

2. Notary and notarisation fees

Notary fees depend on the value of the transaction, which is normally the share capital, and are governed by the Court and Notarial Costs Act. (§ 97 Court and Notary Fees Act)

For a share capital of EUR 25,000 using the model articles, notary fees of approximately EUR 300 to EUR 500 are realistic. Bespoke articles increase notarisation costs accordingly.

3. Legal fees

Legal fees arise where bespoke articles of association, a managing director's service agreement or other corporate documents are drafted. Fees follow the Lawyers' Remuneration Act or an agreed fee arrangement. (§§ 2, 3a Lawyers' Remuneration Act)

4. Tax adviser fees

Tax adviser fees arise in particular for preparing the opening balance sheet, valuing any non-cash contributions and handling the initial tax registration. Fees follow the Tax Advisers' Remuneration Ordinance or an agreed fee arrangement. (§ 4 Tax Advisers' Remuneration Ordinance)

5. Other costs

Further cost items include:

• Trade registration: fees vary by municipality; typically EUR 20 to EUR 60. (§ 14 Trade Regulation Act)
• Transparency Register filing: the initial filing itself is free; fees apply for ongoing searches.
• Account opening fees: these vary by bank; some charge a one-off set-up fee for business accounts.
• Translation costs: where foreign documents must be translated by certified translators, costs vary considerably depending on the language and volume of documents.

6. Costs of acquiring a shelf company

A shelf company acquisition involves a different cost structure:

• Purchase price including provider's premium: typically EUR 1,500 to EUR 3,500, depending on the provider and the share capital
• Notary fees for the share purchase and transfer agreement: depend on the purchase price as transaction value (§§ 97, 119 Court and Notary Fees Act)
• Notary fees for the articles amendment resolution (company name, registered office, objects, change of managing director): also governed by Court and Notary Fees Act
• Commercial Register fees for entry of the amendments (Item 2500 Cost Schedule, Court and Notary Fees Act)
• Legal fees for due diligence and articles drafting

For a GmbH with a share capital of EUR 25,000, the notarisation appointment for the economic re-establishment typically gives rise to net fees in the amount of approx. EUR 700–1,100. In overall terms, the cost of a shelf company acquisition is comparable with a fresh incorporation. The advantage of a shelf company lies not in cost savings but in time saved — and, for foreign buyers, in the ability to take over an existing business account.