Establish a Mini GmbH
The following steps must be taken and observed for the foundation.
| Steps | Description |
| Step 1: Pay in share capital | Before registering with the commercial register, you have to pay in your share capital. This is necessary because with this legal form only cash formations are possible. So you have to deposit at least one euro into the company account. But think of the start-up costs, equipment, etc. You should also pay this amount. |
| Step 2: Statutory seat | Mini GmbH can only have one registered office in Germany. This guarantees the legal security of the creditors. The seat of the articles of association should be determined by you in good time, because you have to enter this address when entering the commercial register . |
| Step 3: Prepare a sample report | With the sample protocol, the legislator wants to make it easier for you to set up a Standard Mini GmbH. This means that a maximum of three shareholders may be involved in the establishment and there is a maximum of one managing director. The sample protocol contains three documents: list of shareholders, articles of association, appointment of managing directors. The sample protocol is ideal for Mini GmbH, which you alone can set up. Should your establishment deviate from a standard foundation, then you need a patch from the lawyer of Association . Even when setting up a company with a total of three shareholders, you should consider whether a contract is better than the sample protocol. This way, possible later disputes can be avoided in advance. |
| Step 4: notary | It does not matter whether you set up a company with a model protocol or a partnership agreement. You will not be spared going to the notary. You have to have the selected document certified. All shareholders must appear there. It is important for you to know that the costs for this vary depending on the paid-in share capital. The lower it is, the cheaper it will be for you. With a share capital of one euro and a standard formation, you have to reckon with around 50 euros. |
| Step 5: Entry in the commercial register | The final step is the final foundation. Mini GmbH is only valid when it is entered in the commercial register . Here, too, the notary will work for you. The registration is carried out by him using a standard form. You have to pay around 100 euros for this. Another 200 euros are due for the publication of the entry in print media. The entry will then be made within 24 hours. |
Summary of the costs incurred
- Notarization of the sample protocol by the notary = approx. 50 euros
- Entry in the commercial register = approx. 100 euros
- Further costs for possible IHK contributions and license fees for your business
- optional publication of the registration in print media = approx. 200 euros
Taxation of Mini GmbH
According to acronymmonster.com, the Mini GmbH is a corporation , as is the case with the conventional GmbH. So all the principles of taxation of corporations apply to you here. In addition, it is fully obliged to pay corporate income tax . The corporate income tax statutes are around 15 percent. In addition there is the trade tax . Please also pay attention to the trade tax allowance . Overall, you have to expect a tax burden of around 30%.
Taxation of shareholders
The so-called final withholding tax applies to the distribution of profits to the shareholders. This is currently around 25 percent, plus the soli surcharge. The most popular withholding tax is that on investment income. You may know that this also includes capital gains tax. This regulation applies to shareholders who have a personal tax rate of over 25%. However, if the tax rate is lower, the shareholder can include his income in his tax return. In this case, the offsetting takes place with his personal currently valid tax rate.
Who is the managing director of a Mini GmbH?
The appointment of a managing director is analogous to the procedure for a normal GmbH. This means that the managing director is determined by the shareholders’ meeting. If you found yourself alone, then you can appoint yourself as managing director . Mini GmbH can only have one managing director.
Liability
In the case of a Mini GmbH, the entrepreneurial company is only liable to its creditors with the company’s existing assets . The same regulations apply as is the case with the GmbH Act. As a partner, you do not have to stick with your private assets. But this is not always the case and there are exceptions. If you take out a loan or take on a guarantee, then you are also liable with your private assets. In addition, you have to accept liability with your private assets if you grossly violate the GmbH Act. And here you should be really careful, because this law is very strictly interpreted. Not the slightest violation is forgiven.
Conclusion
Similar to the English Limited, you only need one euro in share capital to set up a Mini GmbH. Of course, this makes founding a lot easier for you. Another advantage of this entrepreneurial company, also known as the UG, is that you have the same liability principles as with the normal GmbH. This means that there is usually only liability with the company’s assets. Starting a business has a number of advantages for you. However, you should also be aware of the existing disadvantages. Therefore, check carefully before founding whether this legal form really suits your future company.
