GmbH Share Capital in Germany: Minimum for 2026 & How It Works

GmbH share capital is one of the key financial points to consider when you set up a GmbH. This article explains what it means, how it works, what shareholders need to pay and what happens to the money once the company is registered.

GmbH share capital, or Stammkapital, refers to the capital shareholders put into the company when they set it up. It gives the company funds to work with and cover its liabilities. The company’s articles of association spell out the total amount and how much each shareholder owns through their individual shares (Geschäftsanteile). The total nominal value of all shares equals the GmbH’s share capital.

GmbH share capital is separate from other GmbH costs, such as notary and Commercial Register fees, because it becomes part of the company’s funds rather than a sum paid to set up the company.

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The GmbH must meet these requirements before it can be entered in the Commercial Register. If you’re paying in cash, each shareholder must pay at least 25% of their agreed contribution.

In total, the paid-in cash contributions plus the nominal value of any contributions in kind must amount to at least €12,500. If you’re contributing assets instead, they can also count towards the share capital, but they must be contributed in full before registration rather than being subject to the €12,500 minimum. The assets must be transferred to the company and made available to its managing directors before registration.

Any outstanding cash contributions can be paid later but they remain owed to the GmbH and must be paid by any deadline set in the articles of association or when called in by the company.

For 2026, the official minimum share capital for a GmbH in Germany is still €25,000. The minimum share capital cannot be reduced. For a cash contribution, however, the amount paid in before registration can temporarily be half of this minimum. If you need a lower starting amount, you can consider a UG instead of a GmbH.

Can you start a GmbH with no share capital?

A UG (Unternehmergesellschaft (haftungsbeschränkt)) lets you start a limited company with much less capital than a GmbH. The share capital can be as low as €1, but you must pay the full amount before registration, and you cannot contribute assets instead of cash.

A UG must also allocate 25% of its profit to a legal reserve each year. If it has losses from earlier years, those are taken into account first. Once the share capital is formally increased to at least €25,000, the special UG rules no longer apply.

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The share capital is split between the shareholders. Each person agrees to a specific contribution and gets a share of the company in return. The amounts can be different, so one shareholder might hold €15,000 worth of shares while another holds €10,000.

If someone hasn’t paid their full contribution yet, they still owe the outstanding amount to the GmbH.

What does GmbH share capital consist of?

There are two main ways to provide the capital:

cash (Bareinlage)
assets (Sacheinlage)

With a cash contribution, you pay money to the GmbH.

With a contribution in kind, you give the company an asset instead, such as equipment or another suitable item. The asset must have a value that covers the agreed contribution.

How do you pay GmbH share capital?

With a cash contribution, shareholders simply transfer the amount they agreed to pay to the GmbH’s business account. The notary can then use the bank statement or other proof of payment to confirm the capital has been paid.

With a contribution in kind, the shareholder transfers the agreed asset to the GmbH and makes it available to the managing directors.

A GmbH keeps the company’s debts separate from the shareholders’ personal finances. If the company cannot pay its debts, creditors claim against the GmbH, not the shareholders’ own money or property. Shareholders must still pay any part of their agreed contribution that is due.

Shareholders may face additional liability in some cases, such as if they give false information during formation or value an asset they contribute to the company too highly.

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After the company is registered, you can use the share capital to pay for legitimate business expenses and investments. Payments to shareholders are allowed in certain situations, as long as they follow the capital-maintenance rules. The company can’t distribute assets that are needed to maintain its share capital.

Can you increase GmbH share capital?

If a GmbH wants to increase its share capital, it can do so at any time, for example, by using reserves built up from retained profits. Another option is for existing or new shareholders to contribute additional capital into the company. The change needs a shareholders’ resolution and must be entered in the Commercial Register before it takes effect.

Can you reduce GmbH share capital?

The GmbH must pass a resolution, notify its creditors and wait at least one year before the reduction can be registered. Creditors who object must be paid or given security. The share capital can’t fall below €25,000.

The GmbH’s Stammkapital shows up in the balance sheet as part of the company’s equity. If shareholders have promised to pay some of it but haven’t done so yet, the accounts will show that outstanding amount separately. The share capital stays at its stated amount, even if the company later makes a profit or loss.

When a GmbH is dissolved, the liquidators manage the company’s money and assets. They make sure the company’s debts are covered first. Any assets left can only be paid out to shareholders after the one-year waiting period. The shareholders get their share based on how much of the company they own.