If you want to set up a UG (Unternehmergesellschaft), you have two possibilities. On the one hand, you can found the company with a model protocol (“Musterprotokoll”) and on the other hand with your own statutes (articles of association).
Establishing a UG with a model protocol may be associated with lower costs but it is not always the best solution for founding a company. You have to keep in mind that in case of a UG established with a model protocol, no more than 3 shareholders and only one director are allowed. However, when founding the company with your own articles, you can have as many shareholders and appoint as many directors as you like. A possible alternative solution for the issue with the directors if the UG is established with a model protocol is to appoint additional authorized representatives. This way, the company can be represented by more than one shareholder.
Furthermore, the following situations and circumstances will have to be considered for the establishment of a UG with several shareholders:
- if one of the shareholders leaves the company
- if shareholders’ interest shares are sold
- in case of a disposal of interest shares
- in case the attachment of a shareholder's shares is threatened
- in case of a redemption of shares
- hedging measures in case of …
- restraints on competition for ... years for withdrawing shareholders
- compensation for retiring shareholders
- exclusion of a shareholder
- dismissal of a shareholder
- rules of representation for the shareholders (if more than one director is possible)
This is only a short overview of the aspects which can be taken into account for a UG set up with own articles.
How fast can a UG be established?
Establishing a UG through us is possible on very short notice and will usually be completed in one day (see Agenda on the day of establishment below) if we receive all of the required information and documents from you in due time.
Procedure for establishing a UG
- The business idea
- The number of shareholders. Sole shareholder or several (maximum 3 with model protocol)
- Negotiation of the shareholders over the distribution of the shares
- Determining what will have to be provided for in the articles of association
- Decision on the company foundation (with model protocol or articles of association)
- Agreement and checking of the company name
- We make a notary appointment for you
- We make a bank appointment for you for the opening of a business account
- The UG articles are drawn up
- We accompany you to the notary appointment for the notarization
- We complete the business registration with the trade office for you or together with you
- We accompany you to the opening of your business account with the payment of the share capital
- The receipt for the payment of the share capital is presented to the notary
- The notary notifies the establishment of the UG electronically to the register court/trade register
- The establishment of the UG is complete.
Agenda on the Day of Establishment (required time c. 5 hours):
- We meet in our office and accompany you during the following steps:
- Appointment with the notary for notarization (preferably in the morning so that we can schedule all appointments in a row on one day. Office hours of public authorities will be considered!)
- Business registration with the trade office
- Opening of an account with a bank with immediate payment of the share capital
- Presentation of the payment receipt/account statement for the cash payment of the share capital to the notary, so that they can immediately carry out the application for the registration with the trade register
- Back to our office
- Signing of the office sharing contract (if a business address is required)
Additional services from our partners within the scope of your business establishment:
- Completion of the business opening form (2014FsEKapG041)
- Preparation of the opening balance sheet
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