Introduction
For many founders, establishing an entrepreneurial company (UG) is an attractive way to take the step into self-employment. With a low share capital of just 1 euro, the UG offers a flexible and cost-effective solution for starting a business. This legal form makes it possible to protect personal assets from business risks while at the same time building a professional company structure.
In this step-by-step guide to founding a UG, you will learn everything you need to know to make the process a success. From the initial idea to the legal requirements and practical implementation - we will accompany you through all phases of the founding process. We place particular emphasis on practical tips and valuable information that will help you avoid common stumbling blocks.
Whether you already have concrete plans or are still brainstorming ideas, this guide will serve as a helpful guide. Let's take the path to successfully founding your UG together!
What is a UG?
An entrepreneurial company (UG) is a special form of limited liability company (GmbH) that is particularly attractive for founders with little start-up capital. The UG makes it possible to set up a company with a minimum share capital of just 1 euro, although it is recommended to pay in at least 500 to 1.000 euros. This legal form offers the advantage of limited liability, which means that the personal assets of the shareholders are protected in the event of company debts.
The UG is ideal for solo self-employed people, start-ups and small companies. A key aspect of establishing a UG is the obligation to set aside reserves: 25% of the profit must go into a reserve until the share capital has grown to the legally required amount of a GmbH of at least 25.000 euros.
Establishing a UG requires a number of formal steps, including drawing up a partnership agreement and notarizing it. This is followed by registration with the commercial register and opening a business account. This structure allows founders to start their entrepreneurship quickly and with legal certainty and to concentrate on building their business.
Advantages of founding a UG
Establishing an entrepreneurial company (UG) offers numerous advantages that make it an attractive option for founders. One of the biggest advantages is the low share capital, which is possible from just 1 euro. This also enables people with limited financial means to start a company and become entrepreneurial.
Another important advantage of the UG is the limitation of liability. In contrast to sole proprietorships or partnerships, the personal assets of the partners remain protected. This means that in the event of financial difficulties, only the company assets are liable and not the private assets of the founders.
The UG also offers a high degree of flexibility in the company structure. It is suitable for both solo self-employed people and small teams and start-ups. The option of converting the UG into a GmbH as soon as a higher share capital is reached ensures that founders can plan for the long term.
In addition, founders benefit from professional support during the start-up process through various services such as legal advice, drafting contracts and support with registration with the commercial register. These comprehensive services make the start-up process much easier and enable entrepreneurs to concentrate on their core business.
Overall, the establishment of a UG is a simple and cost-effective way to start your own business while enjoying legal security.
Step 1: Business idea and planning
The first step in establishing an entrepreneurial company (UG) is developing a solid business idea and then planning it. A clear and well-thought-out business idea forms the foundation for the success of your company. Think about what problem you want to solve or what needs of your target group you can address.
Start by conducting a market analysis to find out if there are already similar offerings and how your product or service can stand out from the competition. This will not only help you find your niche, but also better understand potential customers.
Then create a detailed business plan. This should contain information about your business model, your target group, marketing strategies and financial forecasts. A well-structured business plan is not only important for your own orientation, but can also be crucial when it comes to convincing investors or banks of your project.
Remember that flexibility is key in the planning phase. Be prepared to make adjustments and respond to feedback. Careful planning lays the foundation for a successful UG formation and helps you to work towards your goals in a focused manner.
Step 2: Shareholders and share capital
The second step in establishing an entrepreneurial company (UG) is to determine the shareholders and the share capital. The UG can be founded by one or more people, although there is no minimum number of shareholders. This makes it particularly attractive for solo self-employed people and small start-ups.
The share capital of a UG is at least 1 euro, but it is recommended to contribute a capital of 500 to 1.000 euros. This capital serves as the financial basis for the company and must be deposited in a business account when it is founded. It is important to note that the UG is obliged to set aside 25% of the annual profit in reserves until the share capital has grown to the level of a GmbH (at least 25.000 euros).
The partners must draw up a partnership agreement that sets out the rules for managing the company and the distribution of shares. This agreement should clearly define who has what rights and obligations and how decisions are made. Legal advice can be helpful here to ensure that all aspects are taken into account.
Step 3: Drawing up the partnership agreement
The partnership agreement is a central document when founding an entrepreneurial company (UG). It regulates the basic provisions and processes within the company and specifies the rights and obligations of the partners. The partnership agreement should be drawn up carefully, as it forms the basis for the entire company.
In step 3 of establishing a UG, the shareholders must first clarify a few important points. These include the name of the company, the registered office, the company's purpose and the share capital. It is advisable to choose the name so that it is not already used by other companies and reflects the company's purpose.
The contract must also contain provisions for management. This should specify who will run the business and what powers this person has. In addition, provisions for the shareholders' meeting are important, including how often it takes place and what resolutions can be passed.
Another important point is the limitation of liability. In the event of financial difficulties, the UG protects the personal assets of the partners as long as all legal requirements are met. It is therefore crucial that the partnership agreement clearly defines that it is a limited liability company.
It is also advisable to use sample contracts or templates to ensure that all relevant aspects are covered. If you are unsure, you can also seek legal advice. A well-drafted partnership agreement helps to avoid future conflicts between the partners and ensures clarity in business processes.
Step 4: Notarial certification
The step of notarial certification is a crucial moment in the formation of an entrepreneurial company (UG). In this process, the partnership agreement, which sets out the basic rules and regulations for the UG, is officially certified by a notary. This is necessary to ensure the legal existence of the UG.
In order to carry out the notarial deed, all partners must appear in person at the notary. It is important that they bring their identity documents with them, as these are required for identification. The notary will read out the partnership agreement and ensure that all partners understand and agree with its contents.
After the certification, the notary creates a certificate, which is then used for registration in the commercial register. This certificate contains important information such as the name of the UG, the registered office and the share capital. The notarial certification not only ensures legal certainty, but also protects the interests of all shareholders.
It is advisable to prepare well for this appointment in advance and have all the necessary documents ready. Careful planning can help make the process run smoothly and avoid delays.
Step 5: Registration with the commercial register
Registration with the commercial register is a crucial step in establishing an entrepreneurial company (UG). This process ensures that your company is officially recognized and legally exists. To successfully complete the registration, you need to prepare some important documents and follow certain steps.
First, you need the partnership agreement, which contains the basic information about your UG, such as the company name, the registered office and the shareholders. This agreement must be notarized, so it is advisable to consult a notary to ensure that all legal requirements are met.
In addition to the notarization of the partnership agreement, you must also submit a list of shareholders and their contributions. This information is important for the commercial register as it creates transparency about the ownership structure of your UG.
Once all the necessary documents have been prepared, you can register with the relevant commercial register. This is usually done online or in person at the local court. The fees for registration vary depending on the federal state and the volume of documents submitted.
As soon as your UG is registered in the commercial register, you will receive confirmation of the registration. From this point on, your UG is considered to be legally existing and can officially conduct business. It is important to note that even after registration, you will still have legal obligations, such as accounting and tax returns.
Step 6: Business registration
Business registration is a crucial step in the establishment of an entrepreneurial company (UG). It is usually done at the relevant trade office of the city or municipality in which the company is based. To ensure that the process runs smoothly, founders should have all the necessary documents ready. This usually includes a valid ID card or passport, a completed registration form and, if necessary, proof of qualifications or permission to carry out certain activities.
The registration itself is usually straightforward and can often be done online. If you go to the trade office in person, the registration will be processed immediately. After successful registration, the founder receives a trade license, which serves as official proof of starting business activities.
It is important to note that business registration is subject to a fee and may vary depending on the municipality. After completing this step, founders are ready to officially operate their UG and take further steps such as registration in the commercial register.
Step 7: Tax registration
The seventh step in establishing a UG is tax registration. After you have registered your company (UG) in the commercial register, you must take care of tax matters. First, you should contact the responsible tax office and fill out a questionnaire for tax registration. This questionnaire contains important information about your company, such as the company's purpose, expected income and expenses, and the legal form you have chosen.
It is crucial that you provide all information correctly and completely, as this will affect your future taxation. After reviewing the questionnaire, the tax office will assign you a tax number, which is required for all tax matters relating to your company. You will need this tax number for invoices and tax returns, among other things.
In addition, you should find out about possible types of taxes that are relevant to your UG, such as corporate tax, trade tax and sales tax. Depending on the type of business you do, it may also be a good idea to seek the support of a tax advisor to ensure that you meet all legal requirements and can benefit from possible tax advantages.
Additional services for founders
It is crucial for founders to use the right services from the beginning to make it easier to start their business. Additional services such as individual advice on starting a business offer valuable support in developing a viable business concept. In addition, legal and notarial assistance is essential in order to correctly prepare and submit all necessary documents.
Another important aspect is accounting. Professional accounting services help founders to keep their finances under control and to meet tax obligations on time. Providing a representative business address can also be of great importance for the professional appearance of a company.
In addition, marketing services can help to promote the company and attract customers. Support with creating a website or social media marketing are just a few examples. Overall, these additional services allow founders to focus on their core business while creating a solid foundation for future growth.
Conclusion: Step-by-step instructions for founding a UG
Founding a UG offers a cost-effective and flexible way to become an entrepreneur. The step-by-step instructions enable founders to make the process efficient and overcome legal hurdles. With the right support, such as that offered by the Niederrhein Business Center, the path to your own UG is made much easier. This leaves more time for the core business.
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