How much share capital do you need to set up a GmbH or UG in Germany?

Checked on 2026-10-25

Germany's GmbH Act sets the minimum share capital of a GmbH at EUR 25,000. Before registration, a quarter of each cash share and at least half the minimum, EUR 12,500, must be paid in. A company with less capital must be called a UG (haftungsbeschränkt), must pay its capital in full in cash and builds a reserve.

Key facts

What	The law says	Source
GmbH minimum share capital	EUR 25,000	GmbHG § 5(1)
Shares	Each share’s nominal amount in full euros; the shares must add up to the share capital	GmbHG § 5(2)–(3)
Paid in before registration (GmbH)	A quarter of each cash share, and in total at least half the minimum capital (EUR 12,500, counting contributions in kind)	GmbHG § 7(2)
Where to register	Commercial register (Handelsregister) at the court where the company has its seat	GmbHG § 7(1)
Below EUR 25,000	Must be called “Unternehmergesellschaft (haftungsbeschränkt)” or “UG (haftungsbeschränkt)”	GmbHG § 5a(1)
UG paid in	In full before registration; no contributions in kind	GmbHG § 5a(2)
UG reserve	A quarter of annual surplus (less losses carried forward) goes into a legal reserve	GmbHG § 5a(3)
UG to GmbH	At EUR 25,000 or more capital, the UG rules stop applying; the name may be kept	GmbHG § 5a(5)

GmbH

The GmbH Act requires share capital of at least EUR 25,000. You don’t have to pay it all in before registering. The law allows registration once a quarter of each cash share is paid in, and the total of cash paid in plus the nominal amount of contributions in kind reaches half the minimum capital, which is EUR 12,500.

Contributions in kind must be named in the articles with the share they pay for. The shareholders explain their value in a report, and they must be transferred to the company before registration so the managing directors can freely use them.

UG (haftungsbeschränkt)

A company founded with less than EUR 25,000 must carry “Unternehmergesellschaft (haftungsbeschränkt)” or “UG (haftungsbeschränkt)” in its name. The law adds stricter rules in return:

the share capital must be paid in full, in cash, before registration;
each year, a quarter of the annual surplus, reduced by any loss carried forward, goes into a legal reserve, which may only be used for a capital increase from reserves or to cover losses;
if insolvency threatens, the shareholders’ meeting must be called without delay.

When the UG increases its capital to EUR 25,000 or more, these rules no longer apply, and it may keep the UG name.

A GmbH always counts as a trade business for trade tax purposes (GewStG § 2(2)).

Sources

GmbH-Gesetz (GmbHG), § 5 Stammkapital; Geschäftsanteil (gesetze-im-internet.de, Federal Ministry of Justice) checked 2026-10-25
GmbH-Gesetz (GmbHG), § 5a Unternehmergesellschaft (gesetze-im-internet.de, Federal Ministry of Justice) checked 2026-10-25
GmbH-Gesetz (GmbHG), § 7 Anmeldung der Gesellschaft (gesetze-im-internet.de, Federal Ministry of Justice) checked 2026-10-25

Change history

2026-10-25: Page created

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