Even Germany is slowly going digital. Especially in the startup world, there has been significant progress. Since August 1, 2022, it is possible to set up a GmbH or UG completely online! Learn more about the why's and how's here.
Digitalisierungsrichtlinie –since 01.08.2022 you can set up a limited company online
According to the Digitalisirungsrichtlinie (DiRUG), GmbHs and UGs (limited liability companies) can be set up completely online since August 1, 2022. This means founders no longer have to appear personally at the notary office. Of course, this is only an additional option – you can still carry out the founding process in person.
Guide to setting up a Ltd. company online
Basically, the process of starting a company remains unchanged when compared to traditional in-person founding. Generally, you will need a 'Gesellschaftsvertrag' – shareholders' agreement, a business account and share capital.
1. Musterprotokoll and Gesellschaftsvertrag
First, you'll need to draft a Gesellschaftsvertrag. The easiest way to do this is to use a 'Musterprotokoll' – a ready-made version. For the online founding process, there is a different Musterprotokoll that is free of charge.
The main difference between the online Musterprotokoll and the original one is:
- You can specify more than three founding partners,
- You can name multiple managing directors,
- You can choose between two Musterprotokoll versions – for single-person or multi-person companies.
Even though these changes are warmly welcomed, there is one significant limitation: the online Musterprotokoll cannot be modified or adjusted.
2. Online notary
After preparing your Gesellschaftsvertrag, you can schedule the first notary appointment. The main difference, compared to the traditional in-person founding process, is that all notary appointments are online. No more going to the notary's office in person! Instead, you can schedule and attend online through the Bundesnotarkammer or a notary app.
Important: For online appointments, your identity needs to be verified through an app. You will need an ID card or passport with an eID function.
3. Online business account
During the first notary appointment, you will authenticate your Gesellschaftsvertrag. After that, you officially have a 'GmbH in Gründung' or 'UG in Gründung'. After this you can open a business account. Remember, you cannot skip this step because limited liable companies are required to have a separate business account in Germany. If you want to continue setting up your company completely online, you should opt for a digital business account.
The Holvi Founder's Account is a digital account designed for GmbHs and Ugs in Gründung that you can open online in just a few minutes.
4. Deposit GmbH share capital
After you have opened your business account, you can transfer your share capital. For a GmbH, the minimum capital is €25,000. For a UG, the minimum capital is at least €1. If you set up your GmbH or Ug using an online notary, you must deposite the share capital in cash. Share capital in the form of assets is not accepted.
Once your business account is set up and your share capital is transfered, you can complete your founding process with a second online notary appointment. During this appointment your GmbH or UG will be registered in the Handelsregister. Your notary should take care of this.
Bank account requirements – Holvi Founder Account
As mentioned earlier, GmbHs and UGs (limited liability companies) must use a separate business account. Unfortunately, this often becomes a problem for founders as many traditional banks do not offer specialized services for them. Not to worry – Holvi has a solution. With the Holvi Founder Account, you can easily open a business account online, even during the founding phase.