How to found my own Mini-Gmbh?

 First of all I would like to welcome you at my website.

My English is not very good, but I would do my very best to give you an idea of what a mini-gmbh is.

I did the foundation of a mini-gmbh by myself and so I think I could help you and give you some tips.

The Mini-GmbH

The Mini-Gmbh is also called „Unternehmergesellschaft“. It based on the German law reform (1^st of November, 2008) to make the establishment of a company easier. The Mini-GmbH is a special form of the German GmbH with a stock capital of 25.000 €. For the foundation of a mini-gmbh you just need 1 €. That is the main difference.

The capital stock

As I said before, you just need 1 € to found a Mini-Gmbh. The shareholders are just liable for this small sum. So it is possible to found a company without a big risk.In contrast to the normal GmbH it is not allowed to make assets in kinds. Also you have to pay the whole stock capital immediately in bar.

This small capital stock is also the biggest disadvantage of a Mini Gmbh. Because of this small liability banks are often not interested in giving you a credit. So the Mini-GmbH is mainly interesting for the service sector.Good to know: A foundation with a capital stock of 1 € is officially possible but not advisable.

After German law you have to adjudge your company as insolvent when your capital stock is not able to break the even. If you have a capital stock of 1 € you will reach this moment very fast. So I advise a capital stock about 1000 €. Then you have enough money to cover the first expenses.With a stock capital of 1000 € a foundation would cost about 200-300 €. It depends on regional differences.

The Profit

That is one of the Specials of the Mini-GmbH. As long as your capital stock is below 25.000 € you have to generate a legal reserve of 25 % of the profit. When your capital stock (incl. the reserve) will reach the 25.000 € you can change the corporate form into a real GmbH.

The Memorandum of association

A model contract for the foundation from the German government is existing. You can just use it when your company has less than three shareholders and not more than one executive. If you have more than three shareholders ore more than one executive you have to make your own contract. It would be set up by the notar and would cost a little bit more than using the model contract.

You always have to contact a notar (a special form of a lawyer, who is allowed to certificate contracts). Normally the date would take about 30 minutes.

Parts of the contract:

·         the names oft he shareholder

·         the firm/name of the company

·         the object of the company

·         the registered Office

·         the amount of the capital stockIn legal

Relations you always have to firm with „UG (haftungsbeschränkt)“ or with „Unternehmergesellschaft (haftungsbeschränkt)“. So everybody can see that your company has a small capital stock.The notar would hand in the contract by the „Handelsregister“. It is the German commercial register. After a few days the company is found and you will receive a note from the commercial register.

You also have to go to the responsible local authority to register the trade. It would cost about 10 €. They would send your registration to the chamber of commerce and industry.

Before your company is registered you be liable for all the company behavior with your private capital. So don’t act before your firm is registered.

I hope this information would help you a little bit…if there are still any questions don’t hesitate to contact me:      info@my-mini-gmbh.de

 

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