Changing your GmbH or UG’s address: steps, costs and when to move the Sitz

Do you change the Geschäftsanschrift or move the Sitz?

Your company has two addresses in the Handelsregister, and they change in different ways.

• The Sitz (or Satzungssitz) is a town, not a street. Your articles of association name it (§ 4a GmbHG), and it decides which register court keeps your file.
• The inländische Geschäftsanschrift is the German street address in the register where the company can be reached and documents can be served on it (§ 10 GmbHG).

The table sets out the four ways a company’s address can change: what each one changes, what you file, who does it and what it costs. In the first two, only the street address changes and one filing is enough. In the last two, the Sitz moves, so the shareholders must first vote to change the articles.

Fees are rounded and net, for a company with share capital up to €3 million, before the notary’s expenses and VAT – the exact figures are under what it costs.

The second row is the one people miss. The law asks only that the Geschäftsanschrift be in Germany – it does not have to be in the Sitz town. So a Berlin GmbH can take an address in Hamburg and file only the new address. It stays registered in Berlin, keeps its register number and still shows Berlin as its Sitz on its business letters. If you want the company to belong in the new city – its register court, its letterhead – move the Sitz too.

For the full test a registration-valid address must meet, see what a ladungsfähige Anschrift is; for how the Sitz, Geschäftsanschrift and Betriebsstätte differ, see registering a company without an office.

How do you change the Geschäftsanschrift? One notarised filing, no resolution

1. Book the new address and get the provider’s confirmation. The notary will want to see that the company may use the address. A registration-valid provider gives you a Nutzungsüberlassungserklärung in the company’s name.
2. Have the notary prepare the filing. Your managing director signs it, and the notary certifies the signature – at the notary’s office or by video call.
3. The notary submits it to the register court electronically. Filings must be made this way; there is no route without a notary.
4. The court enters the new address. Anyone can then see it at handelsregister.de.
5. Update everyone else – see who else needs your new address.

No shareholder resolution is needed, and nothing in the articles changes. The filing is not optional: if a company doesn’t register a change it must register, the court can impose a coercive fine (Zwangsgeld) of up to €5,000 (§ 14 HGB).

How do you move the Sitz to another town? A resolution, new articles and a new entry

1. Book the new address in the new town and get the provider’s Nutzungsüberlassungserklärung.
2. The shareholders resolve to change the Sitz clause of the articles. The resolution needs three-quarters of the votes cast and is notarised. For a one-person GmbH or UG, the sole shareholder resolves alone.
3. The managing director files the amendment and the new address, with the full new wording of the articles and the notary’s certificate that it matches the resolution. The notary usually prepares both documents in the same appointment.
4. The filing goes to the court of the old Sitz. If the new town has the same register court, that court checks and enters the move. If it has a different one, the old court sends the file to the new court, which enters the move in its own register, under a new register number (§ 20 HRV).
5. The new Sitz takes effect on entry, not before (§ 54 Abs. 3 GmbHG). Until then, keep the old Sitz, register court and number on your letters.
6. Tell the Finanzamt within one month and update everyone else – see who else needs your new address.

Can it be done online? Yes, if every shareholder votes for it: a unanimous resolution can be notarised by video, and the filing can be certified by video too. Otherwise the shareholders sign at a notary’s office or by power of attorney. For signing from abroad, see setting up a GmbH if you don’t live in Germany.

What does changing the address cost? Official fees, then the new address

The fees are set by law – the court’s by the register fee schedule (HRegGebV), the notary’s by the notary fee act (GNotKG) – so every notary charges the same for the same filing.

How the figures arise. A filing made only because an address changes is valued at €5,000 (§ 105 Abs. 5 GNotKG); a change to the articles of a GmbH or UG at 1% of its share capital, at least €30,000 (§ 105 Abs. 4, § 108 Abs. 1 GNotKG). Adding the new address to that filing brings it to €35,000. The notary’s fee is a fraction of the GNotKG table fee for that value – 2.0 for the resolution, 0.5 for drafting the filing (at least €30) and 0.2 for the electronic data (at least €15). The court charges €45 for a new address, €105 plus €45 for a Sitz and address at the same court, and €210 at the new court, which covers the whole move. The notary then adds expenses and 19% VAT on its own fees. A company with share capital above €3 million pays more for the Sitzverlegung; one whose articles are still the statutory model protocol (Musterprotokoll) pays less, because the €30,000 minimum doesn’t apply to it (§ 105 Abs. 6 GNotKG).

The new address itself is the other cost, and what you pay on day one matters while the change goes through. With Olea there is no setup fee or deposit, so on monthly billing the first month – from €69 at Zehdenicker Straße in Berlin to €299 on Maximilianstraße in Munich – is all you pay to start. See all locations.

Who sells registration-valid addresses for an existing company?

Any provider whose tier is valid for a Handelsregister entry works for an existing company as well as a new one. These are the ten providers in our Germany comparison, by what you pay to start.

Prices exclude VAT and use each provider’s shortest term for its registration-valid tier. For mail handling, workspace and full profiles, see the best virtual office in Germany; for what each fee adds up to, see how much a virtual office costs in Germany.

How long does it take, and what keeps working meanwhile?

No law sets a deadline for the court. Registration of a filing usually follows within a few weeks of the notary submitting it. A Sitzverlegung to another register court takes longer, because two courts handle it.

The new address can be live before the entry. You need it before the notary appointment anyway, for the Nutzungsüberlassungserklärung. With Olea, you buy online, complete the identity and ownership check online – usually done within one business day – and download the Nutzungsüberlassungserklärung from your account once it is approved.

Keep the old address receiving post until the register shows the new one. Courts and authorities may serve documents on the company at the address in the register, and a letter that lands where no one collects it can start a deadline without you. Give notice on the old address, or set up forwarding, so that it ends after the entry.

Who else needs your new address?

• Finanzamt – tell it your new address. It stays your Finanzamt unless the place the company is managed from moves; a move of the Sitz or of management must be reported within one month.
• Gewerbeamt, if the company carries on a trade – the Gewerbeanmeldung records the Betriebsstätte, the place where the business is actually carried on, and you decide which address that is. When the Betriebsstätte moves, file a Gewerbeummeldung; a move to another municipality is reported only to the new office, which tells the old one (§ 14 Abs. 1 GewO).
• Impressum – the address where the company is established and, after a move to another court, the new register court and number (§ 5 DDG).
• Letterhead, emails and invoices – business letters show the Sitz, register court and register number (§ 35a GmbHG).
• Bank, payment providers and marketplaces – Stripe, PayPal, Amazon and any others that hold your business address.
• Contracts, insurers and customers – anyone who writes to you.
• Google Business Profile, if you have one.
• Transparenzregister – no. It records your beneficial owners, not the company’s address, and a GmbH or UG in the Handelsregister doesn’t report a move of Sitz to it. Update it only if a beneficial owner’s own details change.

How Olea fits

When you change address, the new address is the first step: the notary can’t file anything until you have it and the provider’s confirmation. So it helps to have one you can set up quickly and that doesn’t tie you in while the register catches up. Olea sells registration-valid addresses at staffed business centres and coworking spaces in Berlin, Munich, Hamburg, Frankfurt, Cologne, Düsseldorf, Stuttgart, Hanover and Potsdam, from €69 to €299/month.

• Bought online, with everything on the website. Each address shows its price, mail options and terms before you buy, and you choose and pay online.
• No setup fee, deposit or minimum term. On monthly billing the first month is all you pay to start, so the new address costs one month while the change goes through. Annual billing is 15% cheaper.
• Compliance checks online, usually done within one business day. You verify your identity and the company’s ownership online. Once you’re approved, you download the Nutzungsüberlassungserklärung for the notary from your account.
• An address the court can serve, with rooms when you need them. Your company name is on the mailbox at a staffed address, with unlimited mail receipt and a digital mailbox. Meeting rooms, desks and private offices can be booked at the addresses. Workspace is booked and paid for when you need it, not included in the monthly price.

FAQs

• Can I change my GmbH’s address without a notary?

  No. Every filing with the Handelsregister must be submitted electronically in publicly certified form (§ 12 Abs. 1 HGB), which only a notary can do. You don’t have to go to an office, though: the same section allows the certification by video. The managing director signs the filing (§ 78 GmbHG); the duty to file the new address is in § 31 Abs. 1 HGB.

• Can my GmbH keep its Sitz in one city and use an address in another?

  Yes. The Geschäftsanschrift must be in Germany (§ 8 Abs. 4 Nr. 1 GmbHG), not in the Sitz town, so you file only the new address. The company stays with its register court and keeps its register number, and its letters still show the old town as its Sitz (§ 35a GmbHG). With Olea, that address can be in any of nine cities.

• Does a new address change my Finanzamt or trade-tax municipality?

  Not by itself. A company’s Finanzamt is the one where it is managed; the Sitz decides only if the company is managed from abroad (§ 20 AO). Trade tax is levied where the company has a Betriebsstätte (§ 4 GewStG), not where its articles put the Sitz. A move of Sitz or management must still be reported to the Finanzamt within one month (§ 137 AO).

• Can the Sitzverlegung be done entirely online?

  Yes, if the resolution is unanimous. § 53 Abs. 3 GmbHG lets a unanimous resolution amending the articles be notarised by video, as for a formation (§ 2 Abs. 3 GmbHG), and the filing can be certified by video (§ 12 Abs. 1 HGB). A resolution passed by majority, without every shareholder’s vote, is notarised at a notary’s office. The new address can be bought online too – every Olea address is.

• What happens to post sent to the old address?

  It still counts. Declarations and documents can be served on the company at the Geschäftsanschrift in the register (§ 35 Abs. 2 GmbHG), so until the court enters the new one, keep someone receiving post at the old address or have it forwarded. After the entry, the new address is where you are served.

• Do I have to update the Transparenzregister?

  No. It records each beneficial owner’s name, date of birth, place of residence, nationalities and interest (§ 19 Abs. 1 GwG) – not the company’s address. Only entities that aren’t in the Handelsregister report a change of Sitz to it (§ 20 Abs. 2 GwG).