How to Open an AG in Germany (Stock Corporation)

How to open an AG, step by step

The walkthrough below follows the German Stock Corporation Act (AktG) in the order the steps actually happen, from establishing the founders to the Handelsregister entry that creates the company, with each step citing the governing provision. How the boards then run the company day to day is the subject of the AG governance and formation reference.

Step 1: Founders & business object (§2, §28)

1. Establish the founders. One or more founders, natural or legal persons, set up the AG by establishing its by-laws (§ 2, § 28 AktG). A single-founder Ein-Personen-AG is expressly permitted, so you do not need a co-founder.
2. Fix the basics. Settle the company name (which must carry the suffix "AG" or "Aktiengesellschaft"), the registered seat in Germany, and the business object. These feed directly into the articles drafted next.

Step 2: Draft the articles (Satzung) (§23(3))

1. Draft the by-laws (Satzung). The articles are the constitutional document of the AG, and § 23(3) AktG prescribes the contents they must state: the business name, the registered seat, the amount of the capital stock, the division of that capital into shares (either par-value shares or no-par shares), and the structure and number of the board members.

Getting the Satzung right matters because it is the document the notary records and the register relies on. Anything you want fixed in the company's constitution, the share structure, the board composition, the seat, has to be captured here before notarisation.

Step 3: Subscribe the shares; company constituted (§29, §54)

1. Subscribe all the shares. The founders take over all the shares against their contribution obligation. The company is constituted at the moment all the shares have been acquired (§ 29 AktG).
2. Note the limit of the obligation. A shareholder's contribution obligation is limited by the issue price of the shares (§ 54(1) AktG); you cannot be required to contribute more than the price at which the shares were issued.

At this point the AG exists as a constituted entity among its founders, although, as Step 8 makes clear, it does not yet exist as a stock corporation toward the outside world until it is entered in the register.

Step 4: Appoint the Aufsichtsrat (and auditor), then the Vorstand (§30)

1. Founders appoint the first supervisory board. The founders appoint the first Aufsichtsrat and the statutory auditor for the first financial year (§ 30(1) AktG).
2. The supervisory board appoints the management board. The Aufsichtsrat then appoints the first Vorstand (§ 30(4) AktG).

The order is statutory, and getting it backwards is a common error. Founders appoint the supervisory board; the supervisory board, not the founders, appoints the management board. The general meeting (Hauptversammlung) is the AG's third organ, the body of shareholders, but it is not "appointed."

How these two boards then divide management and oversight, their size, separation and ongoing duties, is governance detail covered in the AG governance reference.

Step 5: Notarise the formation (§23(1))

1. Have the by-laws recorded by a notary. The Satzung must be recorded by a notary (§ 23(1) AktG). Without notarisation the articles are invalid, so this is a substantive requirement.

In practice the notary records the articles, documents the share subscription and board appointments, and prepares the Handelsregister application. The founders and future board members are involved in the notarial process, one of the reasons AG formation is more hands-on than a video-notarised GmbH.

Step 6: Open the bank account & pay in the capital (§36a/§36)

1. Open a bank account for the AG in formation.
2. Pay in the cash contribution. For cash contributions, at least one quarter of the minimum (nominal) issue price of each share, plus any premium in full, must be paid in and be definitively at the management board's free disposal before the registration application is filed (§ 36a(1), § 36(2) AktG).

Do not confuse this with paying in the full €50,000. At the €1 minimum nominal value per share, the §36a formula works out to roughly €12,500 of the €50,000 that must be paid in cash before entry. The balance is still owed by the shareholders and remains callable; it is not waived. State a higher nominal value, or attach a premium, and the cash required rises accordingly. The figure to remember is "at least a quarter of each share plus full premium," not "€50,000 up front."

Step 7: Founding report & Gründungsprüfung (§32, §33)

1. Submit the founding report (Gründungsbericht). The founders prepare a written report on the formation (§ 32(1) AktG).
2. Carry out the founding audit (Gründungsprüfung). The members of the management board and the supervisory board audit the formation (§ 33(1) AktG). This board-level audit always happens.

An external auditor is the exception, not the rule. A court-appointed external founding auditor (Gründungsprüfer) is required only in special cases under § 33(2) AktG: notably contributions in kind, asset acquisitions, or where a founder is also a board member. In a straightforward cash formation the boards audit and no external auditor is needed. This founding audit is AG-specific (a GmbH has no equivalent) and, where the external auditor is triggered, a real driver of cost and time.

Step 8: Handelsregister application & legal existence (§36, §41)

1. File the registration application. All founders together with all members of the management and supervisory boards file the application with the competent local court (§ 36(1) AktG).
2. Entry creates the company. The court reviews the filing and enters the AG in the Handelsregister, and only then does the stock corporation legally exist.

Warning: "prior to entry in the Commercial Register, a stock corporation does not exist as such" (§ 41(1) AktG). Anyone who acts in the company's name before the register entry is personally liable for those acts. Do not sign contracts or take on obligations in the AG's name until the entry has been made.

AG formation costs & timeline

The fees for opening an AG sit separate from, and on top of, the €50,000 share capital. The distinctive cost drivers are the higher notary fees, the Handelsregister first-entry fee, and the possible founding-auditor fee where § 33(2) is triggered, and AG formation typically runs longer than a GmbH's roughly four-to-six-week timeline. The table below lists the verified figures; for a full all-in breakdown see the dedicated costs and timeline pages, since the AG total varies with whether an external founding auditor is required.

Can a foreigner open a German AG remotely?

Yes, with qualifications. There is no nationality requirement for the founders or board members of a German AG, so non-residents and foreign nationals can found and run one. The AG does, however, need a German business address, and the formation can be coordinated by counsel acting on your instructions.

The practical difference from a GmbH is the involvement required at notarisation. The notarial deed and the board-attendance elements make AG formation more hands-on than a GmbH, which can often be set up by video notarisation [MED]. An English-speaking firm can run the process and coordinate the notary, but plan for the heavier formalities when forming an AG from abroad.

Post-formation steps

Once the AG is entered in the Handelsregister, the downstream registrations are the same as for any German company:

• Gewerbeanmeldung with the local trade office.
• ELSTER tax registration via the Fragebogen zur steuerlichen Erfassung, which produces the tax number.
• Transparenzregister beneficial-owner filing.

These mechanics are shared with the GmbH and are covered in full on the GmbH formation walkthrough and the company formation in Germany overview, so we do not repeat them here.