The legal form of a GmbH (limited liability company) is very popular in Germany and is also one of the most frequently chosen forms of market entry for foreign investors. Its establishment is relatively simple and quick, the GmbH offers shareholders the desired limitation of liability and enjoys a high reputation in business relations, both in Germany and abroad. The statutory minimum share capital of 25,000 euros documents a certain seriousness and is intended to protect creditors.
However, the opening of a German bank account to which the shareholders are to pay their capital contributions is usually a factual problem when setting up a GmbH; the capital stock must be provided before the company is registered in the German commercial register. On the one hand, it is not uncommon for German financial institutions to refuse to open accounts to foreign shareholders per se. On the other hand, it is almost standard today that the opening of a bank account for a new company in which foreign shareholders are to hold shares can take several weeks for various internal bank reasons. In practice, this means that the entry of the company in the commercial register can be suspended for several weeks or even months. Valuable time is lost, especially if you are about to start a project in Germany and everything is already prepared.
Do you have to accept this unnecessary delay? No, not at all.
There is a much faster and more acceptable way.
A bank account is not required for the establishment of a GmbH. The German corporate law does not provide for this either. In practice, however, it has become common to open an account directly when a company is established. Of course, this only makes sense if the account is opened quickly and immediately. If, however, it is foreseeable in advance that there might be problems opening an account with a German bank, a different procedure is recommended.
The managing director of the newly established GmbH (he is usually already appointed during the notarial establishment of the company) has to assure in the registration of the new company to the commercial register that the capital contributions are in the free and unrestricted disposal of the management. The law does not stipulate that this can only take place if the payment is made to a bank account of the GmbH. It is also possible and permissible for the managing director to opens a company cash box (cash register) in which the shareholders hand over the capital contributions in cash and the managing director notes the payment in the cash book. A copy of the cash book or a confirmation of the managing director can be handed over to the notary as proof of the payment, who then also forwards this copy to the commercial register.
In the incorporation practice and experience of the author, this procedure has so far been accepted by the commercial registers without objection. All GmbHs founded in this way were successfully registered.
The author of this post is Dominik Wagner.