GmbH shelf company

A German corporation always requires at least one shareholder. There are no other restrictions or requirements for a maximum number of shareholders, but the presence of all the shareholders or their authorized representatives is required for the notarization.

Furthermore, the preparation of the documents can be difficult due to an increased number of partners, as each one is named in the purchase contract together with their personal details.

The advantages lie in risk avoidance. Risks are much easier to assess in the case of shelf companies which have been hitherto dormant. The situation is different with existing limited liability companies which were once operational. Here unpleasant inherited burdens can still cause costs to skyrocket unexpectedly even after acquiring the company.

The GmbH offers the advantage that it allows higher investments right at the beginning due to the required founding capital of 25,000 euros. Furthermore, there is no obligation to use the company profits to increase the capital.

In the run-up to acquiring a German GmbH, the buyer must undergo our own KYC process due to the money laundering restrictions. We do this by using a questionnaire to enquire about the acquirer(s), the new managing director(s), the notarising notary’s office, the power of attorney holder and the new company name as well as the future business address of the company.

Furthermore, if the acquirers are a legal entity, we require an extract from the commercial register of the acquiring company with a clearly identifiable beneficial owner. In the event that the acquirer is a real person, we require a valid identification document from them.

Yes. As soon as you are registered as a shareholder of the corporation in the commercial register and you have additionally seen to the legitimisation at the founding bank or opened a new corporate bank account, you are free to increase the capital of the corporation.

If you have reserved a limited liability company, you will receive an email from FORIS with general samples and company specific information.

In addition, you will find a questionnaire in the email, which you must complete and return/email to FORIS. The email also contains the payment details you need for transferring the purchase price to FORIS.

The acquisition of a GmbH entails a transfer of company shares requiring certification therefore you will need a notary appointment at a notary’s office of your choice to complete the acquisition.

Once FORIS has received the purchase price and questionnaire, we arrange for the company documents to be sent to the notary by overnight courier.

At the notary appointment, the notarised acquisition of your GmbH takes place.

At the same time and in addition to the purchase and transfer agreement, the changes to the company are also notarially entered in the commercial register. Once the new managing director is registered in the commercial register, s/he can now apply for the share capital or the company bank account to be transferred. For this purpose, please contact your commercial bank.

No. FORIS principally does not sell companies with employee leasing please see the AÜG (Temporary Employment Act).

If, for example, you need a GmbH with temporary personnel leasing, then you can acquire the GmbH from us as a shelf company and apply for an employee leasing permit from the employment agency responsible for your federal state after purchasing the company and the commencement of operations.