Handelsregister Erstanmeldung (Company Registration)
The initial Handelsregister filing that legally creates a GmbH. A GmbH does not legally exist until it is entered in the commercial register. The notary who prepares the formation documents typically submits the application. The process takes 1–4 weeks depending on the local Amtsgericht.
Who this applies to
- All new GmbHs upon formation
- New AGs, SEs, and other Kapitalgesellschaften
- Eingetragene Kaufleute (e.K.) — mandatory if meeting HGB §1 thresholds
- GmbH & Co. KGs and other partnerships with capital company general partners
What to file
Initial registration (Erstanmeldung) submitted by the notary to the relevant Amtsgericht electronically. The application includes: the authenticated Gesellschaftsvertrag (articles of association), the list of shareholders (Gesellschafterliste), the director appointment document (Bestellung des Geschäftsführers), and a declaration by the managing director that the required minimum capital (€12,500 of the €25,000 minimum share capital) has been paid in and is at the company's free disposal.
How to file
Submitted electronically by the certifying notary via beA (besonderes elektronisches Anwaltspostfach) or the electronic notary filing system. Business owners cannot file directly — the notary is the mandatory intermediary for the initial registration.
Payment due
Court registration fee based on share capital: for a €25,000 GmbH, approximately €150–300 in Amtsgericht fees. Notary fees for the formation deed and registration: typically €1,000–€2,500 depending on notary and share capital. All paid at the notarial appointment or invoiced by the notary.
Penalties for missing this deadline
Until registered, the company is a GmbH i.G. (in Gründung) and founders bear personal and joint liability for all obligations incurred. Acting under the GmbH name without registration and without making the i.G. status clear is a misrepresentation. There is no penalty for the registration not yet being filed — it is simply that the entity is not yet protected by limited liability.
Filing checklist
- Gesellschaftsvertrag (articles of association) notarially certified
- Minimum capital payment: at least €12,500 transferred to a business bank account opened in the GmbH's name (or i.G. account)
- Bank confirmation letter (Einzahlungsnachweis) proving capital payment — required for the notary's declaration
- Geschäftsführer appointment letter signed
- Managing director has provided a statement of no prior insolvency/criminal disqualification (Negativerklärung)
- Company name availability checked with the Handelsregister (via Amtsgericht or online search)
Documents you'll need
- Notarially certified Gesellschaftsvertrag
- Gesellschafterliste (shareholder register) in the required format
- Bank statement or letter confirming capital payment
- Geschäftsführer ID document (Ausweis or Reisepass) — presented to the notary at signing
- Proof of registered office address (Mietvertrag excerpt or written confirmation from landlord)
Common mistakes to avoid
- Opening a business bank account before the notarial deed is signed — banks need the Gesellschaftsvertrag to open the account for a GmbH i.G.
- Failing to provide a bank confirmation of capital payment to the notary — without this, the notary cannot make the required declaration and the filing cannot proceed
- Choosing a company name without checking availability — the Amtsgericht will reject a name already in use in the same register district
- Trading as 'XYZ GmbH' before registration — must use 'XYZ GmbH i.G.' and founders remain personally liable until the HRB entry is made
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