Minimum Capital in Germany: GmbH, UG & AG (and the No-Capital Forms)

GmbH: €25,000 subscribed, €12,500 paid in

The minimum subscribed capital (Stammkapital) of a GmbH is €25,000 (§5(1) GmbHG, "mindestens fünfundzwanzigtausend Euro"). You may file the register application only once each share has at least one quarter of its nominal value paid and the total paid-in reaches at least half, that is €12,500 (§7(2), §8(2)). As Germany Trade and Invest puts it, "at least half of the minimum capital (i.e. €12,500) must be actually and verifiably contributed". The remaining €12,500 is not waived: it stays legally owed and callable, including by creditors in an insolvency. In-kind contributions are permitted. If this is your form, you can open a GmbH with us in English.

UG (haftungsbeschränkt): €1 floor, paid in full, cash only

The UG is not a separate legal form. It is the GmbH operating under the special start-up rules of §5a GmbHG, popularly called the "mini-GmbH". It can be formed with capital below €25,000, down to €1 (§5a(1)). But three strings attach. First, the full stated capital must be paid in before registration: the application "may not be filed until the full amount of the share capital has been deposited" (§5a(2)). There is no "half now" option. Second, it is cash only: contributions in kind are not possible (§5a(2)). Third, a mandatory reserve applies: a UG must place one quarter of its annual surplus (after any loss carried forward) into a statutory reserve each year (§5a(3)) until reserve plus capital reaches €25,000, with at most 75% of profit distributable until then. Reaching €25,000 does not automatically convert the UG into a GmbH: shareholders must resolve and register a capital increase to at least €25,000 (§5a(5)). You can form a UG (haftungsbeschränkt) and convert later when the numbers support it.

AG: €50,000, a quarter per share in cash

The minimum share capital of an AG (Aktiengesellschaft, the stock corporation) is €50,000 (§7 AktG). Shares carry a minimum nominal or notional value of €1 (§8) and may not be issued below it (§9). For cash, you must pay in at least one quarter of the minimum issue price of each share, plus any premium (Agio) in full (§36a(1)). At the minimum, that comes to €12,500 in cash before the registration application. In-kind contributions are different from a GmbH: they must be rendered in full before registration and trigger an external formation audit (§36a(2); §33). If the AG is your route, you can set up an AG with us.

Partnerships and sole proprietors: no minimum capital

Einzelunternehmen, GbR and eGbR, OHG and KG have no statutory minimum capital. They trade on the partners' own credit and, except for the limited partner of a KG, carry unlimited personal liability (HGB; BGB §705 ff.). The trade-off is direct: you save the capital, but you lose the limited-liability shield that a GmbH, UG or AG provides.

Subscribed vs paid-in capital: the distinction that confuses everyone

This is the single most-confused point, so it is worth stating cleanly. "Subscribed capital" is the total figure written into the articles and the Handelsregister. "Paid-in capital" is the part actually deposited and verifiably at the directors' or board's free disposal before the registry application. Worked through per form:

• GmbH: you subscribe €25,000 and pay in €12,500; the other €12,500 is owed and callable.
• UG: subscribed equals paid-in, because the full amount goes in up front.
• AG: you subscribe €50,000 and pay in €12,500 (one quarter) in cash, plus any premium in full.

Never imply a GmbH "only costs €12,500". The balance is a real, callable obligation.

Cash vs in-kind (Sachgründung)

Cash formation (Bargründung) is the default, and it is the only route available for online video notarisation. In-kind formation (Sachgründung) lets a GmbH or AG founder contribute assets instead of cash, such as equipment, vehicles, intellectual property or a going business. Those assets must be valued and documented, and for an AG they are externally audited (§33), which adds cost and time. The UG cannot use in-kind contributions at all (§5a(2)). If you plan to contribute assets rather than cash, you need a GmbH or an AG, not a UG.

Is the €1 UG real? The myth, honestly

Technically, yes: §5a(1) permits capital from €1. But the figure is misleading. A €1 UG cannot pay its own notary or the €225 Handelsregister fee, so it is born undercapitalised. Orrick frames the realistic figure as around €900 to cover incorporation. Treat €1 as the legal floor, not a business plan. Budget for what actually gets the company onto the register and trading.

What about the other costs?

The capital is separate from the formation fees. Beyond it you should expect a notary at around €476 for a standard formation including VAT, the Handelsregister first entry of €225 (since 1 June 2025), and a Gewerbeanmeldung of roughly €20–60: a few hundred euros in mandatory fees. For the full euro picture, see our guide to GmbH and UG formation costs.