Can I set up a GmbH if I don’t live in Germany?

What does German law require of a non-resident founder?

The GmbH Act sets four requirements for a new GmbH or UG:

The shareholders can be individuals or companies based anywhere – a founder in Singapore or a parent company in New York. The Geschäftsführer does not have to be German or live in Germany or the EU. The Federal Ministry for Economic Affairs and Energy says so directly: managing directors “need neither be shareholders of the GmbH nor have a residence in Germany” (existenzgruendungsportal.de).

A UG (haftungsbeschränkt) is a GmbH founded with less than €25,000, so everything in this guide applies to it too. The difference is that a UG must set aside a quarter of each year’s profit until its capital reaches €25,000 (§ 5a Abs. 3 GmbHG).

Some register courts used to refuse such directors. The courts in Munich and Zweibrücken reached the same result as Düsseldorf. The Federal Court of Justice has not ruled on the point, so if a register court raises it, your notary can point to these decisions.

Germany Trade & Invest’s English pages say a GmbH needs “a local representative”, but the statute requires a German address, not a German person. Naming someone in Germany authorised to receive documents (empfangsberechtigte Person, § 10 Abs. 2 GmbHG) is optional.

Can a virtual office be the address of a GmbH or UG?

Yes, if it is a real, staffed address where the company can be reached. The inländische Geschäftsanschrift exists so that courts, authorities and creditors can serve documents on the company (§ 35 Abs. 2 GmbHG), and the register court checks that formal service is possible there. A Postfach, or a mailbox with nobody behind it, fails that test.

Many notaries ask to see written confirmation that you may use the address – the provider’s Nutzungsüberlassungserklärung – while others accept the address you give them. It is worth having ready before your appointment.

For what counts as a ladungsfähige Anschrift and the case law behind it, see our guide to the ladungsfähige Anschrift. For how the Sitz and the business address work together at formation, see registering a company without an office. For which providers sell a registration-valid address and what each costs, see the Germany comparison.

How do you sign at the notary from abroad?

The articles of a GmbH or UG must be notarised and signed by every shareholder (§ 2 GmbHG). There are three ways to do that, and which you can use depends on the identity document you hold rather than where you live.

Online notarisation works from any country, but identification runs only on German and listed EU/EEA electronic IDs – a passport is not enough (online.notar.de). A founder from Canada, Brazil or Japan without a German residence permit either travels or gives a power of attorney.

A power of attorney has two requirements. It must be certified in person by a notary whose procedure is equivalent to a German one – the Chamber of Notaries advises that powers of attorney from foreign online-notary platforms and simple e-signatures are not accepted (BNotK Rundschreiben 4/2024) – and the German notary needs the paper original or a certified copy. A foreign notary’s certification then needs an apostille if the country is party to the Hague Convention, or legalisation by the German consulate if it is not (Auswärtiges Amt); a signature certified at a German consulate needs neither. In the UK, for example, a paper apostille costs £45 per document (gov.uk).

The managing director also signs the register application personally, with the signature certified in the same ways (§ 12 HGB). Arrange both signatures at the same appointment; each document needs its own apostille.

Why the bank account comes after the notary

The account is opened for the company in formation, so the bank needs the notarised articles – and usually the German address – before it opens anything. The share capital is then paid in – at least €12,500 for a GmbH, the full amount for a UG – and the managing director confirms to the register court that the money is at the managing directors’ free disposal (§ 8 Abs. 2 GmbHG). If the court has serious doubts it can ask for a payment receipt, and the law names an institution in the EU as the example, so the account does not have to be with a German bank.

Where is the company taxed if you run it from abroad?

Under German law, a GmbH or UG with its Sitz in Germany is subject to German corporation tax on its worldwide income (§ 1 KStG). Where you run it from changes three things:

• Which Finanzamt is responsible. The one where the company is managed or, if that is outside Germany, the one for the Sitz (§ 20 AO). The place of management (§ 10 AO) is where day-to-day decisions are taken, which can be your home abroad.
• Whether another country also taxes it as resident. Most countries tax companies managed from their territory, and the tax treaty with Germany settles the conflict. Some treaties, such as Germany’s with the UK, make the company resident only where it is effectively managed, which can leave Germany taxing only German income.
• Trade tax. Gewerbesteuer applies only if the company has a permanent establishment (Betriebsstätte, § 12 AO) in Germany (§ 2 GewStG). A business address alone is not one; German premises, staff or management can be.

Within one month of formation you file the Fragebogen zur steuerlichen Erfassung online (§ 137, § 138 Abs. 1b AO). Take advice from a tax adviser in both countries before you form the company.

Do you need a German residence permit?

No, to own or manage the company from abroad. Yes, to live and work in Germany. A residence permit governs entry and stay in Germany (§ 4 AufenthG), not owning or managing a company, and the Berlin chamber of commerce confirms that a residence in Germany or the EU is not a condition for becoming Geschäftsführer (IHK Berlin).

A managing director’s business trips to Germany – the notary appointment, meetings – do not count as work under residence law if they total no more than 90 days in any 180 (§ 30 BeschV); the normal visa rules for your nationality still apply. To move to Germany and run the business there, citizens of countries outside the EU, the EEA and Switzerland need a residence permit first: for self-employment (§ 21 AufenthG) or, as a managing director employed by the company, for employment (§ 19c AufenthG).

Foreign company: register a branch instead of forming a GmbH

An existing company abroad does not have to form a new German one. It can register a branch (Zweigniederlassung) with the register court for the branch’s location (§ 13d HGB). A branch is not a separate legal entity: contracts and debts stay with the parent, which remains liable. A GmbH subsidiary is the choice when the parent wants its liability ring-fenced.

Can a foreign company use a virtual office for its German branch? Yes, as the branch’s address. The registration must give an inländische Geschäftsanschrift for the branch (§ 13e Abs. 2 HGB), where documents can be served on its permanent representatives – the same test described above, which a staffed virtual office passes. The branch itself must still be independent, with its own management, accounting and bank account, to be registered; an office that only supports the parent is notified to the Gewerbeamt instead. In doubtful cases the Gewerbeamt can ask for proof of the premises, such as a lease or a landlord’s confirmation (IHK Nord Westfalen).

The parent’s directors sign the application in certified form (§ 12 HGB) and prove that the company exists, usually with its register extract (§ 13e Abs. 2 HGB); a parent comparable to a GmbH also files its articles, with a certified German translation (§ 13g HGB). After the entry, the branch registers with the Gewerbeamt (§ 14 GewO) and the Finanzamt, and as a permanent establishment (§ 12 AO) its profits are taxed in Germany.

Setting up a GmbH or UG from abroad: the steps in order

1. Check the name. The chamber of commerce (IHK) for your chosen town gives a written opinion on whether the name can be registered (Firmenvoranfrage), and many IHKs take the request online.
2. Decide how you will set up. GmbH or UG; standard articles or the Musterprotokoll (for up to three shareholders and one managing director); and how you will sign – online with an eligible eID, in person or by power of attorney.
3. Prepare the articles with your notary. They name the Sitz, so choose the town now.
4. Secure the address in that town. Subscribe to a registration-valid address and complete the provider’s identity and ownership checks; the register application you sign at the notary gives this address.
5. Notarise the articles and sign the register application, appointing the Geschäftsführer.
6. Open the account for the company in formation and pay in the capital – at least €12,500 for a GmbH, the full amount for a UG.
7. The notary files the application with the register court. Entry usually follows within days if nothing is missing.
8. After the entry: register the trade with the Gewerbeamt, file the tax questionnaire within one month, report the beneficial owners to the Transparenzregister without delay (§ 20 GwG) and add the Impressum to your website.

How Olea fits

Olea’s virtual office is a real, staffed address at a hand-picked office in one of seven German cities, bought online from abroad with no setup fee, deposit or minimum term, from €69/month. Every address can be used as the inländische Geschäftsanschrift of a GmbH or UG, as the address of an independent registered branch and in your Impressum. Once the identity and ownership checks are complete – reviewed within one business day – the Nutzungsüberlassungserklärung is available in your account.

• A German street address where the company can be reached, in Berlin, Munich, Frankfurt, Hamburg, Düsseldorf, Stuttgart or Hanover
• Written confirmation of your right to use the address, issued before formation and updated after the entry
• Mail scanned to your digital mailbox, so post from the Finanzamt, the court and your bank reaches you wherever you are; any scanned letter can be forwarded to you
• Meeting rooms, coworking desks and private offices to book when you are in Germany; the type and availability vary by location

International companies choosing between a branch and a subsidiary will find the address side of both routes on our page for international companies.

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