UG or GmbH as a Foreign Founder: Which Can You Register?

UG or GmbH as a foreign founder? Capital, notary, ID and address compared. Register from abroad with a Berlin address.

21
 min. Lesezeit
October 23, 2026
UG or GmbH as a Foreign Founder: Which Can You Register?

Short answer

UG or GmbH as a foreign founder: you can register both without living in Germany, because nationality and residence of shareholders and managing directors are irrelevant. You do need a German notary and a German business address that can receive official service of process. The UG starts from €1 of share capital (paid in full before registration), the GmbH needs €25,000, of which at least €12,500 must be paid in at registration. A freelancer (“Freiberufler”) needs neither, but is liable with all private assets.

What you will learn in this article

  • UG or GmbH compared: capital, liability and credibility
  • What a freelancer (“Freiberufler”) can do instead
  • Which form a non-resident can actually register, including GbR and GmbH & Co. KG
  • The address each form needs: commercial register or trade registration
  • Costs side by side, with sources
  • Registering from abroad: notary, ID, bank account and timeline

You live outside Germany, work alone or with a small team, and wonder whether a UG, a GmbH or simply freelancing is the right start. The legal forms are the same for everyone, but for a foreign founder the practical questions are different: who may register, which ID the notary accepts and which address goes into the register. This guide answers them and still compares all the common German business forms, from the sole proprietorship to the GmbH & Co. KG.

UG or GmbH as a non-resident founder: which form fits you?

The decision depends on three factors: liability risk, available capital, and growth plans. As a foreign founder, a fourth factor comes first: what you can actually complete from abroad. A quick orientation:

🚀

Start solo, no liability risk

Sole proprietorship or freelancer

👥

Found as a pair, fast and cheap

GbR (definitely with a written partnership agreement)

🛡️

Liability protection, but little start-up capital

UG (limited liability)

📈

Scaling, investors, professional external perception

GmbH

🏢

KG structure with liability protection and tax optimization

GmbH & Co. KG

A typical case from our consultations: A founder lives outside the EU and wants to run a one-person consultancy for German clients. The first question is “UG or GmbH?”, usually because the founder does not want to tie up €25,000 from day one. The second is how to get through the notary without a German ID card. The address comes last in the conversation, but has to be solved first, because it goes into the notarial deed. The full path is in our guide for non-EU founders.

UG vs GmbH: capital, liability and credibility

The Unternehmergesellschaft (haftungsbeschränkt) is legally a GmbH with reduced start-up capital. Both are corporations, both need a notarised deed and an entry in the commercial register (“Handelsregister”), and in both cases your private assets are protected. The differences are in the details:

FeatureUG (haftungsbeschränkt)GmbH
Share capitalfrom €1 (Section 5a GmbHG)€25,000 (Section 5 (1) GmbHG)
Paid in at registrationthe full capital, in cashat least half of the minimum capital, so €12,500 (Section 7 (2) GmbHG)
Contributions in kindnot allowedpossible
Reserve25 % of the annual surplus goes into a statutory reservenone
Liabilitylimited to the company's assetslimited to the company's assets
Name on documents“UG (haftungsbeschränkt)”“GmbH”
External perceptionmore modest, signals a small startthe standard for B2B customers and investors

Legal basis: Sections 5, 5a and 7 GmbHG (gesetze-im-internet.de), checked October 2026.

UG (limited liability)

In theory, 1 euro is enough. In practice, a company with 1 euro of capital cannot pay for its first expenses, so founders usually pay in more than the minimum.

Liability: Limited to the company's assets. The private assets of the shareholders are protected.

Special feature: A quarter of the annual surplus, after deducting any loss carried forward, must go into a statutory reserve (Section 5a (3) GmbHG). The reserve can be used to raise the capital. Once the share capital reaches €25,000, the special UG rules no longer apply and the company may keep its name (Section 5a (5) GmbHG). That is the path from UG to GmbH.

Suitable for: Founders with little start-up capital, bootstrappers, first business ideas under liability protection.

Costs, process, and notary appointment in detail: Forming a UG in Berlin: the complete guide.

Address: The UG mandatorily needs a commercial register entry. Already at the notary appointment you need a business address that can receive official service of process.

GmbH: the most widely used corporation

The GmbH is the most popular legal form for a scaling business in Germany. Full limitation of liability, professional external perception, the option to bring in investors and co-shareholders.

Minimum capital: €25,000, of which at least €12,500 must be paid in at formation. The payment has to be actually and verifiably on a bank account.

Liability: Limited to the company's assets. Managing directors are only personally liable in exceptional cases.

Suitable for: Startups with growth plans, B2B service providers, teams with several shareholders.

Formation process, notary fees, and all documents in detail: Forming a GmbH with a Virtual Office: the complete guide.

Address: For the GmbH formation you need an address in Germany that can receive official service of process at the notary. A virtual business address is fully commercial-register ready.

Credibility in practice: “UG (haftungsbeschränkt)” shows at once that the company started with less than €25,000. For B2B contracts, investors and banks that can matter. For a one-person consultancy it often does not, and you can grow into a GmbH later.

What a freelancer (“Freiberufler”) can do instead

A freelancer is self-employed in a liberal profession under Section 18 EStG: scientific, artistic, writing or teaching work, and listed professions such as engineers, architects, translators, journalists and business consultants. The list is open to similar professions. The tax office decides whether your activity counts, based on your qualification and what you actually do.

Freelancers register with the tax office through the questionnaire for tax registration on ELSTER, not with the trade office, and report the start of the activity within one month (Section 138 AO). Otherwise the sole proprietorship below applies to you as well.

Sole proprietorship

The sole proprietorship is the simplest business form in Germany. No minimum capital, no notary appointment, no articles of association. You register your trade with the trade office or register as a freelancer with the tax office and are operational within a few days.

Liability: Fully personal. There is no legal separation between you and your business. Your private assets are liable without limit.

Suitable for: Freelancers, solo self-employed, side businesses, small service operations with manageable liability risk.

Not suitable for: Anyone working with contracts that become risky in a dispute, or anyone who wants to bring in co-shareholders.

Address: For the trade registration you state your place of business. For your Impressum and invoices you need an address where mail and official documents can be delivered. Anyone who does not want their private address in public registers uses a virtual business address. More for solo founders: business address for freelancers in Germany.

Freelancer or UG for a solo founder?

Freelance fits when your work is a liberal profession and your liability risk is low: no notary, no register entry, cash-basis accounting (EÜR). But if a client claims damages, you answer with everything you own. A UG fits when you want private and business assets separated, sell products, or want co-founders and investors later. It needs a balance sheet, a notary and a German business address.

Important for non-EU citizens: EU citizens have freedom of establishment and can start a self-employed activity in Germany without a special permit. Third-country nationals generally need a residence permit that allows self-employment before they begin (Section 21 AufenthG). Whether your activity counts as freelance and which permit applies depends on your individual case. Clarify this with an immigration lawyer. Freelancers also have their own tax rules (for example regarding trade tax), so involve a tax advisor (“Steuerberater”).

Which form can a non-resident actually register?

Short version: for a UG or a GmbH, residence and nationality do not matter. For a sole proprietorship or a GbR, your right to work in Germany does. This table puts the four most common forms side by side:

FeatureSole proprietorshipGbRUGGmbH
Minimum capitalnonenonefrom €1€25,000
Liabilitypersonalpersonallimitedlimited
Commercial registerno (opt.)no (opt.)mandatorymandatory
Accountingcash-basis (EÜR)cash-basis (EÜR)balance sheetbalance sheet
For whom?Freelancers, solo2+ peopleStartups, bootstrapScaling, B2B
Open to non-residents?EU citizens yes, others only with a permit for self-employmentsame rules for every partneryes, residence and nationality irrelevantyes, residence and nationality irrelevant

Residence rules: Germany Trade & Invest and IHK Stuttgart, October 2026. Cost rows follow below.

What the law says for UG and GmbH

Shareholders can come from any country, and a company can be a shareholder too. The managing director (“Geschäftsführer”) must be a natural person with unlimited legal capacity (Section 6 (2) GmbHG), but the law does not require residence in Germany. The instruction about the duty to inform the court (Section 8 (3) GmbHG) can also be given by a notary abroad or a consular official.

What the company needs is a German presence: the registered seat must be in Germany (Section 4a GmbHG), and the application must state a domestic business address (Section 8 (4) No. 1 GmbHG). The next section explains what that address is.

Being a shareholder or managing director from abroad does not need a residence permit. Working in Germany yourself does if you are a non-EU national. The register court does not check permits, but IHK chambers recommend clarifying it beforehand. Managing the company from abroad can also affect where it is taxed, see virtual business address and the tax office. Clarify your case with an immigration lawyer and a tax advisor (“Steuerberater”).

Other legal forms: GbR

The GbR is created automatically as soon as two or more people jointly carry out a self-employed activity. Even without a written contract. This makes it the fastest form for partnerships, but also the riskiest.

Liability: All partners are jointly and severally liable with their private assets. Each partner is liable for all debts of the entire GbR.

Suitable for: Project partnerships, creative duos, small joint projects with a quick start.

Not suitable for: Anyone who wants to scale long term, bring in investors, or clearly separate liability.

Address: Even without a commercial register entry, you need an address for the trade office and tax office. A professional business address protects the private addresses of all partners.

Other legal forms: GmbH & Co. KG, complex but interesting for tax purposes

The GmbH & Co. KG is a limited partnership in which a GmbH acts as the personally liable partner (general partner). This protects the limited partners from personal liability and enables tax structuring options that a pure GmbH does not offer.

Suitable for: Companies that want to use a KG structure but need liability protection. Common in real estate, fund, and family businesses.

Not suitable for: Founders who want to start simply and quickly. The administrative effort is considerably higher than with a GmbH or UG.

Address: Both companies (GmbH and KG) each need a commercial register entry with a business address that can receive official service of process. Whether both can use the same one is covered in our article on several GmbHs at one business address.

The address each form needs: Handelsregister vs Gewerbeanmeldung

Two different offices ask for an address, and they do not ask for the same thing. The commercial register (“Handelsregister”) wants the domestic business address of the company (Section 8 (4) No. 1 and Section 10 (1) GmbHG), where official mail can be served. The trade office (“Gewerbeamt”) wants the place of business, which is where you actually work (Section 14 GewO). Our guide on where to register your trade explains the difference.

FormWhere you registerAddress that countsWhich Teeberg tier fits
Freelancertax office (ELSTER), no trade officeaddress in the tax questionnaire and in the ImpressumPostal address
Sole proprietorship, GbRtrade office (“Gewerbeanmeldung”), tax officeplace of business, plus the Impressum addressPostal address for Impressum and mail
UG, GmbHcommercial register via the notary, then tax office, plus trade registration if the company tradesdomestic business address that can receive service of processVirtual Office or All inclusive

Postal address, Virtual Office and All inclusive are Teeberg tiers. Details and prices in the cost section.

For the UG and GmbH, an address abroad is not enough. The address must be in Germany, must be ladungsfähig (service of process is possible there) and must exist before the notary appointment, because it goes into the deed. A “c/o” address is a problem for the register and the Impressum, see German Impressum requirements. Alternatively, you can name a person with a German address who may receive service (Section 10 (2) GmbHG).

Our Postal address is for the Impressum and correspondence. It is not meant for a UG or GmbH registration. For the register we recommend the Virtual Office or All inclusive: ladungsfähig, without “c/o”, with a daily scan of your mail.

Whether you even need a physical office is answered here: Can I found my company without an office? Thinking of your own flat? Read home address as business address first.

Costs side by side: freelancer, UG and GmbH

Founding costs have four parts: share capital, court and notary fees, registration fees, and your business address. The share capital stays in your company, it is not a fee.

Cost itemFreelancerUGGmbH
Share capitalnonefrom €1, paid in full€25,000, at least €12,500 at registration
Court and notary feesnoneabout €255 (one founder) to €315 (two) with the model protocol, about €730 with individual articlesabout €357 (one founder) to €472 (two) with the model protocol, about €730 with individual articles
Trade registration (Berlin)none, tax office instead€31 at the office for a company with one representative, €15 online€31 at the office for a company with one representative, €15 online
Business address (Teeberg)Postal address from €28 per month, billed annually (€35 monthly)Virtual Office from €63 per month, billed annually (€79 monthly)Virtual Office from €63 per month, billed annually (€79 monthly)
Accountingcash-basis (EÜR)balance sheetbalance sheet

Court and notary fees: IHK Koblenz estimate for a cash formation, as of March 2026. Notary fees are subject to VAT, so ask your notary for a quote. Trade registration fees: service.berlin.de, October 2026. A sole proprietor or GbR partner in Berlin pays €26 at the office or €15 online. Teeberg prices as of October 2026, plus VAT.

The model protocol (“Musterprotokoll”) is a standard form whose text you cannot change. If you notarise online, it is not cost-privileged according to IHK Ostbrandenburg, so the cheaper figures above may not apply to you.

Example: You found a UG with individual articles and book the Virtual Office annually. That is about €730 for court and notary plus €756 for the address in the first year (12 × €63, plus VAT), plus whatever share capital you decide to pay in, from €1.

These figures are guidance, not a quote. Ask the notary for a concrete quote and a tax advisor (“Steuerberater”) about running costs such as bookkeeping and annual accounts.

Registering from abroad: notary, ID, bank account and timeline

A UG or GmbH formation always involves a German notary. You do not have to fly to Germany for it, but the route you take depends on the ID you hold. These are the steps in the right order:

1

Secure the German business address

Get the address confirmation before the notary appointment.

2

Choose the form and the articles

Model protocol or individual articles. Your notary prepares the draft.

3

Notarisation: video, in person or by power of attorney

By video if your ID is supported, otherwise in Germany or through a representative.

4

Open the bank account and pay in the capital

The capital must be verifiably on a bank account. Opening one as a non-resident can take time.

5

The notary files the application with the register

The register court enters the company and assigns the HRB number.

6

Register with the tax office and trade office

Tax number via ELSTER, trade registration if the company trades, Impressum.

Which ID the notary accepts

Online formation by video is possible for GmbH and UG since 1 August 2022 (Section 2 (3) GmbHG with Sections 16a to 16e BeurkG), and since 1 August 2023 also with contributions in kind. The video route needs an electronic ID (eID): the German ID card, the eID card for EU and EEA citizens, the German electronic residence permit, or an eID from another EU state that is notified under eIDAS at the high level. Passports do not work, German or foreign. Notaries must offer the online procedure on request if the requirements are met (IHK Frankfurt).

Without a supported eID there are two other routes. You can appear in person at a German notary. Or you sign a power of attorney before a notary in your country, with an apostille or legalisation and often a certified translation, and a representative signs in Germany. German law does not restrict founding through a representative.

Bank account and timeline

The bank account is often the slowest step for non-residents. Some digital banks are more flexible than traditional ones, but expect identity checks, so request the account early. After signing and paying in the capital, the notary files the application. According to IHK Frankfurt, the register court is supposed to decide within ten working days, or five for founders who are natural persons using the model protocol. Real durations vary, and apostilles and translations often take longest, so start with them.

Details on the register entry: commercial register entry with a virtual office. More on the whole path for founders outside Germany: starting a business in Germany without residency.

General information, not legal or tax advice. Whether your eID or power of attorney is accepted, and whether you need a residence permit, depends on your individual case. Clarify it with the German notary, an immigration lawyer (“Rechtsanwalt”) and a tax advisor (“Steuerberater”).

Whatever the legal form, one thing you always need

UG, GmbH, GbR, or sole proprietorship: for registration with the trade office, tax office, or commercial register you need a business address that can receive official service of process. No address, no registered office. No registered office, no start.

Your registered office with Teeberg

Teeberg offers three packages tailored to your legal form. For sole proprietors and freelancers, the Postal address is sufficient for the Impressum and correspondence. For GmbH, UG, and all corporations, the Virtual Office is the right choice: only the Virtual Office and All inclusive include the registered office for the commercial register. Our address is Kollwitzstraße 76, 10435 Berlin (Prenzlauer Berg).

Virtual Office

from €63/month, annual (€79 monthly)

Official company address for commercial register and notary. For GmbH, UG, and all corporations. Incl. daily scan service and office space on demand.

All inclusive

from €239/month, annual (€299 monthly)

Everything in Virtual Office plus 4 hours of meeting room per month and a Berlin phone number.

Postal address

from €28/month, annual (€35 monthly)

Business address for your Impressum, invoices and correspondence. For sole proprietorships and freelancers. Not for the commercial register.

As of October 2026, all prices plus VAT. Monthly plans have no minimum term.

✓Commercial-register ready with Virtual Office
✓For all legal forms
✓Active in under 5 minutes
✓Daily mail scan with Virtual Office
✓Protect your private address
✓Without a long rental contract

Over 250 founders and companies use Teeberg, rated 4.8 / 5 on ProvenExpert. So far, everyone who wanted to register their company at our address in the commercial register has succeeded, including holdings with several subsidiaries.

"For the GmbH formation I needed an address for the notary quickly. Teeberg delivered everything within minutes. Uncomplicated and professional."

Sarah B., founder

Set up my registered office →

Questions about your case first? Talk to us

Frequently asked questions about UG, GmbH and business forms in Germany

What is the cheapest business form in Germany?+

Freelancers in a liberal profession (“Freiberufler”) are the cheapest: they register with the tax office and pay no trade registration fee. Sole proprietorships and GbRs only need the trade registration, in Berlin €26 per person at the office or €15 online (as of October 2026). Anyone who wants liability protection can form a UG with the model protocol: IHK Koblenz estimates about €255 for one founder and about €315 for two in court and notary fees (as of March 2026). A UG or GmbH with individually drafted articles costs about €730.

What is the difference between a GmbH and a UG?+

Both offer limited liability. The main difference: the GmbH requires €25,000 of share capital, of which at least €12,500 must be paid in at registration. The UG starts from €1, but the capital must be paid in full and in cash before registration. In return, the UG must put 25 % of its annual profit into a statutory reserve until it raises its capital to €25,000. The GmbH appears more professional externally and is the preferred form among B2B customers and investors.

Can I limit my liability as a sole proprietor?+

No. As a sole proprietor you are always liable with all of your private assets. There is no legal separation between you and the company. Anyone who needs liability protection must form a corporation (UG or GmbH).

Do I need a business address for every business form?+

Yes. Every business form needs an address for the trade office or tax office, and corporations need a German business address that can receive official service of process for the commercial register. Your own private address is permitted, but many founders protect it with a virtual business address. An address abroad does not meet the register requirement for a UG or GmbH.

What is a GmbH & Co. KG and when is it worth it?+

A KG in which a GmbH is used as the liable partner. This combines the limited liability of the GmbH with the tax flexibility of the KG. Common in the real estate and fund industry. For simple formations the administrative effort is too high.

Which business form is the most common in Germany?+

The sole proprietorship is the most common form by number, as it has minimal requirements: the VAT statistics of the Federal Statistical Office counted 65.75 % sole proprietorships among all VAT-liable businesses in 2018. Among corporations, the GmbH is the most widely used form according to Germany Trade & Invest.

Can a foreigner or non-resident register a UG or a GmbH in Germany?+

Yes. Nationality and residence of shareholders and managing directors are irrelevant for a UG or GmbH, according to Germany Trade & Invest. You need a German notary, a German business address that can receive official mail, and a way to prove your identity to the notary: by video with a supported eID, in person, or through a representative with a notarised and apostilled power of attorney. A passport alone is not enough for the online route. Whether you may work in Germany yourself depends on your nationality and should be clarified with an immigration lawyer.

Freelancer or UG: which is better for a solo founder?+

A freelancer is simpler and cheaper, but only available for liberal professions under Section 18 EStG, and you are liable with all private assets. A UG is the better choice if you want to separate private and business assets, sell products or trade, or later bring in co-founders or investors. It costs more to set up and requires a balance sheet, a German business address and a notary.

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