There are many events that can delay the establishment of a GmbH or UG: A late entry in the commercial register or a long wait for the tax number postpone the start of business are just two examples. However, many of the typical delays can be avoided if you know the causes.
The requested company name is rejected
With every registration in the commercial register, there is a possibility that the company name will be rejected by the local court for various reasons.
Each company name must meet the formal requirements and differ sufficiently from existing names. Such a rejection not only extends your start-up phase, but also causes additional notary fees, because the notary has to change the articles of association, certify and submit the registration to the commercial register again. Therefore a free IHK check of the company name is highly recommended. Although a positive IHK assessment does not guarantee an absolute guarantee of admission to the commercial register, it nevertheless gives security.
The object of the company is rejected
If your company's object is not clearly defined, the district court can refuse your registration. Therefore, formulate the company object as clearly as possible, otherwise a further notary appointment must be agreed, for which additional fees may apply.
Registration contains formal errors
In principle, you can design the registration for the commercial register yourself before the notary notifies you. If formal requirements of the commercial register registration are not met, this can also lead to a rejection by the district court. The statutes can also contain formal errors or inadmissible clauses. In this respect, each statute should be professionally drawn up by a lawyer and then checked.
IHK examination of the company name is delayed
Under certain circumstances it can happen that the responsible IHK is overloaded and you have to wait a little longer for the assessment. Nevertheless, you should not skip the voluntary IHK check! If the Chamber of Commerce and Industry classifies your desired name as unobjectionable, you significantly increase the likelihood that the district court will share this assessment.
Grant approval is still pending
Some grants are only granted to companies that are not yet registered in the commercial register. Therefore, you should definitely wait with the notary appointment and registration for the commercial register until such a funding application has been finally processed. Otherwise, you may disqualify yourself for the subsidy through the entry in the commercial register.
Delay in the notary appointment
Many scenarios can result in your notary appointment for notarizing the articles of association and registering for the commercial register being delayed. For example, it can always happen that an appointment has to be postponed due to illness etc. or that the desired notary does not report back. In addition, the waiting times for available notary appointments depend heavily on the region. If the density of notaries in your district is very low, it can be worthwhile to make an appointment with a notary in the nearest major city.
Ideally, founders should therefore think about finding a joint notary appointment as early as possible, at which all shareholders, including managing directors, can be on site. If founders are unable to attend a notary appointment together due to the geographical distance, several notary appointments in different cities can be agreed with the respective founders on site. In such a case, the original document of the articles of association will be forwarded to the next notary and will only be certified at the end. Such a process can significantly lengthen a start-up, especially if delivery complications arise. Alternatively, the partners can authorize representatives, so that only the managing director has to be present at the notary appointment.
Documents for the notary appointment are not available
If the notary does not have all the necessary documents on the agreed date, the articles of association cannot be authenticated. You should also pay attention to the date of issue of the documents, because in some cases they may not be older than six weeks. Documents that are sent in advance for signatures abroad or that have to be issued and certified there are particularly time-consuming.
The notary appointment should be present or must be submitted to the notary in advance:
- Draft statutes or sample minutes checked by a lawyer, each including a company name checked by the Chamber of Industry and Commerce and a clearly formulated corporate purpose
- ID documents of all partners and managing directors
- Representing partners: Notarized powers of attorney
- If foreign companies are involved: Additional documents (depending on the country, it may take a long time to issue these documents, so you should apply for them in good time)
- Possibly. Apostille / legalization of documents such as powers of attorney created abroad (find out in advance exactly which regulation currently exists for the respective country)
Notary declines authentication
A notary can refuse to certify a statute during the notary appointment if certain formalities or other requirements are not met:
- Original documents are not available
- Not all managers are present
- At least one of the founders does not speak fluent German and there is no sworn interpreter present
- Notary declines interpreter present
- because he is not sworn
- because he is related to a founder or has an economic interest in the company
- According to the notary's opinion, company name or corporate object has no prospect of entry in the commercial register
- The articles of association are not legally compliant because they B. was created without legal advice or changed at short notice
Mail to the company is undeliverable
After successful notarization at the notary, your GmbH exists as a company “in the process of being founded”. This means that your company address should be reachable by post from this point on. If you do not mark your mailbox at the company address accordingly from this point on, you cannot receive mail as a company: the Justizkasse invoice for the entry in the commercial register, notary's documents or the tax number cannot be sent. This not only delays the start-up phase, but in the worst case can also lead to deletion from the commercial register.
Missing documents at the bank appointment
Numerous documents are required to open a business account, which you must bring with you to the bank appointment. If you are not a German citizen and would like to open a business account, you will find an overview of the most important information here.
Missing capital on the bank date
To open the business account, the share capital must be paid in at least 50%. At the same time, each partner must make at least 25% of his or her regular contribution. Without proof of this deposit, the founding process cannot be completed.
Proof of share capital payment will not be recognised
After depositing the share capital into the business account, you must submit a document as proof to the notary. Make absolutely sure that this document is an acknowledgment of receipt or a bank statement. Confirming a transfer is not enough.
All relevant data must also be included:
- Account owner
- Paid-up amount of share capital without prior charge
- Balance
Only when the notary has such proof can he submit the registration to the commercial register.
Commercial register invoice will not be paid
After receipt of your registration in the commercial register, you will receive an invoice from the office. If this is not paid promptly, your entry in the commercial register may be delayed. This can happen, for example, if the invoice cannot be delivered. It also happens again and again that the invoice was paid, but no clear purpose was specified in the transfer.
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Commercial register employee on vacation or overloaded
It can also happen at the relevant district court that processing a registration takes longer than expected because employees are on vacation or there are a large number of registrations at the same time.
District court requests (renewed) IHK examination of the company name
Depending on the competent local court, the court may request an IHK assessment of the company name after submitting the application. In some cases, this is practiced despite the opinion already available.
Documents for the business registration incomplete
In order to register your GmbH as a business, various documents are required: In addition to the registration notification from the local court, there is, for example, a business license for trades requiring approval or a residence permit typical documents that the authority needs. Therefore, check in advance which documents are necessary for registration in your case. Depending on the industry, you can ask BaFin, Chamber of Crafts, Chamber of Commerce etc.
Delay in the appointment with the tax advisor
Your GmbH cannot issue invoices without a tax number, so the registration of your company is a milestone. Before you register your GmbH with the tax authorities using the questionnaire on tax registration, you should discuss all relevant data with your tax advisor , This also creates your opening balance sheet, which you submit electronically to the tax office after submitting the questionnaire. Often, founders do not take into account that a tax consultant appointment usually takes several weeks to prepare.
Processing by the tax office is delayed
If the tax office is overloaded or your information in the questionnaire for tax registration is ambiguous, the delivery of your tax number and / or VAT ID delay.
This list just indicates some of the main reasons for delaying a successful business incorporation in Germany and is not exhaustive.
