Why the Right Documents Matter
Setting up a GmbH is a formal process under German law. A public notary will be heavily involved, and missing or incomplete paperwork can delay your registration significantly. While Germany has modernized parts of the process, traditional requirements—like translations and apostilles—still apply. It pays to understand in advance which documents you need for company registration in Germany.
Foundational Corporate Documents
If your German GmbH will be a subsidiary of a U.S. company, you need to prove that the parent entity exists, is in good standing and has granted the acting person(s) the authority to establish a subsidiary. Typical documents include:
- Certificate of Incorporation (for corporations) or Certificate of Registration (for LLCs)
- Certificate of Good Standing of the U.S. parent
- Board resolution and power of attorney confirming authority to establish the GmbH
While some German notaries may accept English language documents, the commercial register that registers the GmbH may not. Check with the notary whether certified translations are required by the commercial register competent for the location in which you want to establish your GmbH. If translations are required, you will need to involve a sworn translator who can prepare and certify the translations, which adds time and cost. Ideally, work with a German attorney who can guide your through the process, help you find an internationally experienced notary and swiftly secure an appointment. While you may be able to avoid the need for translations in major business centers where commercial registers may accept untranslated English language documents, your documents will in any case need an apostille. The apostille is typically issued by the Secretary of State of the state in which the US parent is registered or incorporated and proves that the documents are official.
The Role of the Managing Director
The future managing director of the GmbH must appear in person before the German notary to sign the formation documents. This requirement cannot be delegated. Appearance via video may be possible if additional requirements are met – often, these requirements are difficult to meet if the future managing director is not a German citizen or resident. The parent company’s representatives, however, can often be represented if they grant appropriate powers of attorney.
KYC and Beneficial Ownership Documents
German anti-money laundering regulations (in particular, the Geldwäschegesetz or GWG) require identification of the ultimate beneficial owner (UBO) of the newly established entity. UBOs are generally all natural persons who own or control more than 25% of the newly established entity. For this, you will be required to provide:
- A valid and certified ID copy of each UBO (e.g., passport, ID card),
- A certified proof of each UBO’s residential address (e.g., via recent utility bill or bank statement listing name and address),
- Details on the manner in which control is exercised.
Ideally, if feasible, the UBO appears in person before the notary, in which case no third-party certification of the ID and proof of address are required because the notary will inspect the ID and proof of address. Alternatively, modern identification methods via video verification or dedicated apps help to streamline the process.
Translations and Apostille Considerations
As mentioned, you will need to obtain apostilles on your US documents and in many cases sworn translations of English and other non-German language documents. This adds time and expense, so plan accordingly.
Summary of Required Documents
- Certificate of Incorporation/Registration of the U.S. parent company
- Certificate of Good Standing of the parent
- Board resolution and Power of Attorney authorizing the GmbH formation
- Identifying documents of the managing director
- KYC documents of the ultimate beneficial owner
These two categories—corporate documents of the parent and KYC documents of the beneficial owner—form the backbone of a GmbH registration in Germany.
Having all the necessary paperwork prepared in advance can significantly reduce delays in your GmbH formation timeline.
Next Steps
Preparing the right documents early ensures a smooth registration process. If you want to learn more about the different options available for foreign businesses, our overview on types of companies in Germany is a helpful starting point.
Additionally, once your company is formed, confirm whether your operations will require a business license in Germany or just a standard trade notification (Gewerbeanmeldung) to avoid compliance issues.
And if you are still evaluating your market entry strategy, take our smart check: Are you ready for Europe?
