Many entrepreneurs wish for a legal form in which liability is limited to the company's assets. Previously, forming a GmbH required share capital of €25,000. To circumvent this hurdle, German entrepreneurs had in recent years been founding English limited companies (minimum capital of £1). The German legislature has now responded to this and created a variant of the classic GmbH, the so-called Unternehmergesellschaft ("Mini-GmbH"). The Mini-GmbH can be founded with capital of as little as €1. The capital may be freely chosen between €1 and €24,999.
The company name must include the addition "Unternehmergesellschaft (haftungsbeschränkt)" or "UG (haftungsbeschränkt)".
The word "haftungsbeschränkt" may not be abbreviated.
One quarter of the annual surplus must be placed into a statutory reserve. This means the company may continue to work with this capital, but the capital may not be distributed to the shareholders.
Example: Profit before managing director's salary €58,000.00 Managing director's salary - €48,000.00 Profit before tax €10,000.00 Trade tax (example: Münster, assessment rate 440%) - €1,540.00 Corporation tax - €1,500.00 Solidarity surcharge - €82.50 Annual surplus €6,877.50 Thereof 25% allocation to reserve (distribution block) - €1,719.38 Remaining €5,158.12
As soon as the reserve together with the share capital reaches €25,000, no further allocation is required. The Unternehmergesellschaft may then be converted into a "normal" GmbH at any time.
The Unternehmergesellschaft is taxed in the same way as a "normal" GmbH, meaning it is subject to trade tax and corporation tax.
Alongside the GmbH, the GmbH & Co KG is a popular legal form. This legal form can be more tax-efficient than a GmbH. In future, the Unternehmergesellschaft (haftungsbeschränkt) & Co KG also presents an attractive option here.
A further element of the GmbH reform is the acceleration and reduction in cost of forming a GmbH, both in the classic form and as an Unternehmergesellschaft.
A simplified formation of a GmbH requires that the GmbH has a maximum of three shareholders and only one managing director at the time of registration with the commercial register by the notary. Admitting further shareholders and/or managing directors is possible after registration. In a simplified formation, a standard articles template must be used. The standard articles template for forming a single-person company is attached.
The simplified formation is intended to allow registration of the GmbH within one to two days (previously several weeks).
For a simplified formation of an Unternehmergesellschaft with the minimum capital of €1, only notary fees of approximately €20 and commercial register costs of approximately €100 should be incurred.
The Unternehmergesellschaft and the Unternehmergesellschaft & Co KG are interesting legal form options for both start-ups and sole traders, providing a cost-effective way to "grow into" the classic GmbH or GmbH & Co KG respectively. One disadvantage is the cumbersome company suffix "UG (haftungsbeschränkt)". It remains to be seen what image the Unternehmergesellschaft will have with customers, suppliers, banks and other business partners over time.