Germany is Poland’s largest trading partner. For many Polish entrepreneurs, establishing a company in Germany is a natural step in the internationalization of their business. The GmbH (Gesellschaft mit beschränkter Haftung) is the most popular legal form for doing business in Germany, equivalent to the Polish limited liability company.
Four key requirements:
1. Notarial incorporation
Establishing a GmbH requires a notarial deed prepared by a German notary. Since August 2022, this can also be done online through the electronic notarial system. The minimum share capital is EUR 25,000 (or EUR 1 for UG – the simplified form).
2. Managing director (Geschäftsführer)
Every GmbH must have at least one managing director. The managing director does not need to be a German resident but must be able to exercise their duties. The managing director bears significant personal liability, including for tax obligations and social insurance contributions.
3. Business address and substance
The company must have a registered address in Germany. While a virtual office may suffice initially, tax authorities increasingly expect genuine business substance – actual operations, employees, or at least regular management activities conducted from Germany.
4. Registration and ongoing obligations
After notarial incorporation, the company is registered with the Trade Register (Handelsregister). Ongoing obligations include annual financial statements, tax returns, and compliance with German commercial law requirements.
Paweł Osiński
Attorney, expert in German corporate law and cross-border transactions