How do I establish a GmbH and what do I need to consider in the process?
January 14, 2023 | 40,00 EUR | answered by Chloé Schmitt
Dear Sir or Madam,
my name is Maria Ackermann and I would like to establish a GmbH. I have been working as a freelance consultant for several years and now I want to establish my business on a solid foundation by founding a GmbH. However, I have no experience in this area and I am unsure about the best way to proceed.
Currently, I work alone and have no partners or employees. My turnover is around 50,000 euros per year, and I want to expand my business activities in the long term. Therefore, I am looking for a legal form that provides me with the necessary legal security and makes my company more attractive to potential investors.
My biggest concern is that I might overlook important legal steps when setting up a GmbH and thus take unnecessary risks. I want to ensure that my GmbH is on a solid legal foundation from the beginning and meets all legal requirements.
Could you please explain to me what steps I need to consider when setting up a GmbH and which legal aspects are particularly important? Are there any special considerations I should be aware of as a sole proprietor? What costs will I incur and what advantages will the establishment of a GmbH offer me?
Thank you in advance for your help.
Yours sincerely,
Maria Ackermann
Dear Mrs. Ackermann,
Thank you for your inquiry regarding the establishment of a GmbH. It is understandable that as a freelance consultant, you want to create security and stability for your company. A GmbH is a popular legal form for entrepreneurs, as it provides a clear separation of business and personal assets and allows for liability limited to the company's assets.
When founding a GmbH, there are some important steps to consider to ensure that your company is legally compliant. Firstly, you need to draw up articles of association that outline the legal basis of your GmbH. In particular, you should regulate the shareholders, share capital, management, and profit distribution. This contract must be notarized.
Furthermore, you must provide a share capital of at least 25,000 euros. This capital serves as security for creditors and must be fully paid in upon the establishment of the GmbH. Additionally, you must appoint a managing director who will run the business of the GmbH and be registered in the commercial register.
As a sole trader, you should be aware that as the managing director of a GmbH, you must maintain a clear separation between your personal assets and those of the GmbH. This means that you cannot use the assets of the GmbH for personal purposes and vice versa. Additionally, you must comply with regular accounting obligations and have annual financial statements prepared.
The costs for founding a GmbH consist of notary fees, court costs, and possibly consulting fees. The exact costs can vary depending on the scope of the establishment but should be calculated in advance. The advantages of a GmbH lie primarily in limited liability, improved creditworthiness with banks and potential investors, and tax benefits.
I recommend seeking advice from an experienced attorney specializing in corporate law to ensure that all legal aspects are considered when founding your GmbH. I am happy to answer any further questions and support you in your endeavor.
Best regards,
Chloé Schmitt
