How to Start a Holding Company in Germany

If you’re wondering how to start a holding company in Germany, here’s what you need to know about the legal forms, requirements and costs.

How to Start a Holding Company in Germany: Key Steps

Step 1: Plan the Holding Structure

Before you start a holding company, decide who will own it, what it will own, whether it will run a business and how future investors may join.

For a straightforward setup, you can handle it yourself. With several shareholders, foreign companies or an existing GmbH, consider legal or tax advice.

Notary: Not required.

Step 2: Form the Holding First

For a typical new group, the holding is normally formed first so that it can own the subsidiary from the start.

The usual order is:

1. Have the holding’s formation notarised.
2. Open its business account and deposit the required capital.
3. Register the holding in the Commercial Register.
4. Have the holding establish the subsidiary as its shareholder.

A holding in formation may enter into transactions, but this can create additional liability risks.

If you already own a GmbH, its shares may be sold or contributed to the holding. The transfer must generally be notarised and may have tax consequences, so obtain tax advice before signing.

Notary: Required for formation and for transferring GmbH shares.

Step 3: Choose Between a GmbH and UG

Your legal form affects the capital and formation rules.

The obligation does not end automatically when the reserve reaches €25,000. It ends only after the registered share capital is formally increased to at least €25,000.

Notary: Required for formation.

Step 4: Choose the Company Details

Prepare:

• company name
• German registered office and business address
• company purpose
• shareholder details and ownership
• at least one managing director
• share value for each shareholder

Check the name with your local Chamber of Industry and Commerce (IHK) first. The registration court makes the final decision.

Notary: Not required.

Step 5: Prepare the Articles of Association

The articles of association cover:

• company name, office and purpose
• share capital and ownership
• management and voting
• share transfers and profit distribution
• exit rules, if required

A simple GmbH or UG may use the Musterprotokoll with up to three shareholders and one managing director.

Notary: Required.

Step 6: Complete the Notary Appointment

At the appointment:

• Approve the articles.
• Appoint the managing director.
• Prepare the shareholder list.
• Sign the register application.
• Verify identities and documents.

Bring ID, company and shareholder details, foreign company documents and certified translations or apostilles, if required.

After notarisation and until its entry in the Commercial Register, the company operates as a GmbH i.G. or UG i.G., meaning a GmbH or UG in formation.

Notary: Required. Eligible formations can use the official online system.

Step 7: Open a Business Account and Deposit the Capital

For Commercial Register entry, you’ll need to deposit the capital. To open a business account to do this, you’ll require:

• notarised articles or formation protocol
• ID documents
• shareholder details
• beneficial owner information

Notary: Not required. Send proof of payment to the notary.

Open a Business Account with Finom

Eligible GmbH i.G. and UG i.G. companies can apply for a Finom business account online after notarisation but before entry in the Commercial Register. You’ll get a German IBAN, SEPA payments, business cards and invoicing tools, subject to approval.

Step 8: Register the Holding in the Commercial Register

Once the notary receives proof of capital payment, they submit the electronic registration to the competent court. The GmbH or UG then gets its Commercial Register number (HRB) and registration notice.

Step 9: Register with the Trade Office

If the holding itself carries out commercial activity, register it with the local Trade Office (Gewerbeamt) online or in person.

You may need the following (depending on activity and municipality):

• German Commercial Register extract
• managing director’s ID
• articles of association
• trade registration form
• sector-specific permit, if needed

Notary: Not required.

Step 10: Register the Beneficial Owners

German companies must report their beneficial owners to the Transparency Register.

To file this yourself or with a professional service, you’ll need to submit your:

• full name and date of birth
• place and country of residence
• nationality
• ownership or control details

Commercial Register entry doesn't replace this registration.

Notary: Not required.

Step 11: Register the Holding with the Tax Office

Register the holding with the tax office through the ELSTER tax registration questionnaire. To file this yourself or with a tax adviser, you’ll need:

• company, German Commercial Register and bank details
• business address
• shareholder and managing director details
• company activity and expected finances
• VAT ID application, if required

Notary: Not required.

Step 12: Complete Any Additional Registrations

The final steps depend on the holding’s activity. You may need to:

• Check for required licences.
• Respond to the IHK.
• Get an employer number from the Federal Employment Agency.
• If you hire staff, register them for social insurance and contact the relevant employers’ liability insurance association.

Notary: Not required.

Step 13: Establish or Acquire the Subsidiary

To set up a new subsidiary:

• Make the holding the owner.
• Complete formation and notarisation.
• Deposit capital and open a separate account.
• Complete the required registrations.

To move an existing GmbH under the holding, transfer its shares through a notarised agreement and update the shareholder list.

Notary: Required. Legal advice is recommended for acquisitions.

How Much Money Do You Need to Start a Holding Company?

Beyond the GmbH or UG capital, you may want to plan on around €1,000 to €3,000 for the setup, plus separate capital for each subsidiary.

Keep in mind that share capital stays with the company after registration and can be used for business purposes. Check the capital structure with a notary or tax adviser.

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FAQ

What Is a German Holding Company?

A holding company is not a separate legal form. It is usually a GmbH or UG that owns shares in one or more subsidiaries. It may only hold investments or also provide management services. Each company remains a separate legal entity with its own accounts, reporting and tax obligations.

Can a foreign founder or non-resident start a holding company in Germany?

You don't have to live in Germany, but you need a German registered office and must meet the usual formation and compliance requirements.

Should I choose a GmbH or UG for my holding company?

It depends on your plans and available capital, among other factors: a GmbH works for a larger group with more capital; a UG requires less capital and works for a smaller holding.

Do I Need a German Address to Start a Holding Company?

Yes. To start a holding company in Germany, the company must have a statutory registered office and a serviceable business address in Germany. The shareholders do not need to live in Germany.

Should I form the holding before the subsidiary?

Usually, yes. The holding can then become the shareholder of the subsidiary from the start.

Which Authorities and Registers Do I Need to Start a Holding Company?

To start a holding company in Germany, you may need to deal with the Commercial Register, Trade Office, Transparency Register, tax office and IHK, depending on the holding’s activities.

Can I Open a Business Account Before the Company Is Registered?

Yes. After notarisation, some providers open accounts for a GmbH i.G. or UG i.G. The account can then be used to deposit the required share capital before the company is entered in the Commercial Register. Availability is subject to the provider’s eligibility and verification requirements.

How long does it take to set up a holding and a subsidiary?

The timeline varies based on the structure, documents, notary and register. A simple setup can take several weeks.

How Is a Holding Company Taxed in Germany?

A German holding company is generally subject to corporate tax, the solidarity surcharge and trade tax. Dividends and gains from selling subsidiary shares may qualify for participation exemptions, but the applicable ownership thresholds and conditions differ. Tax advice is recommended before establishing the structure or transferring an existing company.