Shelf UG (entrepreneurial company)
Purchase price
EUR 2,500
incl. EUR 500
Paid-up capital
- Properly founded
- With an entry in the commercial register
- No personal liability
- No encumbrances
- Either with cash or bank account
- Articles of association in German/English
Buy a UG and acquire legal capacity immediately
VRB founds shelf UGs (entrepreneurial companies), which can be acquired quickly and easily. A shelf UG from VRB will see you up and running within 24 hours, and avoid personal liability. Our high level of legal expertise and decades of experience guarantee you a secure product and the best processing possible.
Buy a UG instead of founding one, and save a lot of time and effort
Founding a UG – from the notary appointment and opening a bank account to arranging to have details entered in the commercial register – takes time. You should expect the process to take at least three to four weeks, even if you are well prepared. The exact duration cannot be planned. Unexpected delays may occur, in particular, when opening an account due to the banks’ extensive auditing obligations. Some banks reject entrepreneurial companies as clients from the outset. Read more at Founding a UG.
If you buy a ready-made UG, you save yourself this time-consuming foundation procedure and immediately acquire legal capacity without the risk of personal liability.
How to acquire a German UG (Unternehmergesellschaft)
After reserving your company, only three brief steps need to be taken before you can arrange an appointment with the notary to purchase a UG. Find out more about this in the Purchase process menu item.
At the notary appointment you acquire the shares in the UG by way of a contract of purchase authenticated by a notary. You will receive a draft of this contract of purchase from us when you reserve the company. The authorisation is performed in Germany at a notary of your choice. We do not personally attend the notary appointments, but are represented by a person you nominate and to whom we grant appropriate power of attorney (authorised representative).
When you buy the UG, you also change the managing director and amend the articles of association in line with your requirements. The newly appointed managing director applies for these amendments to be entered in the commercial register, discloses the economic re-establishment of the company and provides the associated assurances. All this is done in a single notary appointment. As soon as the notary has filed the application with the registry court, by way of the entrepreneurial company you acquire full legal capacity without the risk of personal liability.
Registered office, bank account and tax number of the UG
Our UGs have their registered office in Berlin or Frankfurt am Main. The registered office can, of course, be relocated upon acquisition. The notarisation can be performed throughout Germany at a notary of your choice.
We provide our UGs either with a bank account or with cash. The share capital is fully paid-up in each case. You can transfer the bank account at your leisure following the acquisition. The cash is handed over upon the purchase.
As a matter of principle, shelf UGs do not have a tax number that can be used in business transactions. You can read about why this is the case in the section entitled Buy a UG with a tax number.
FAQs about the purchase of a Shelf UG
- What is a shelf UG?
A shelf UG is a ready-made UG (entrepreneurial company) that has been entered in the commercial register, has not conducted any business activity and can be taken over immediately by a purchaser. Shelf UGs are legally permissible provided they are openly founded, i.e. they are identifiable as a shelf company. All VRB shelf UG are shelf companies that have been openly founded.
- What is the price of a shelf UG?
A shelf UG with fully paid-up capital of EUR 500 costs EUR 2,500. There are no additional costs on our part. Upon purchase, the purchaser will need to pay additional notary and court fees, the amount of which varies depending on the individual case.
- What needs to be considered when acquiring a UG?
In the case of a shelf UG, the share capital must be paid-up in full and freely available. The seller must be able to guarantee that the company has been properly founded, and is free of charges and liabilities. The choice of provider is therefore crucial. With VRB you choose an experienced provider with a high level of legal expertise.
- What distinguishes a shelf UG from a shell UG?
A shell company is a company that was once in business, but at the time of its sale is not engaging in business operations and also usually lacks assets. It is, therefore, a used company. A shell company poses a risk in that it may have liabilities from the former business activity that have yet to be identified. By contrast, a shelf UG has been founded specifically and exclusively with a view to subsequent sale. It is guaranteed not to have conducted any business activity and is, therefore, completely unused and unencumbered.
- What is a UG / Unternehmergesellschaft?
The UG (Unternehmergesellschaft), which was only introduced in the middle of 2008, is a sub-form of the GmbH, and is also referred to as a mini GmbH. The limitation on liability is a significant feature. However, the requirements that apply to the GmbH apply to the entrepreneurial company with, some special features, which are provided for in Section 5a, GmbHG (German Limited Liability Companies Act). Probably the most important difference compared to the GmbH is that there is no minimum capital. Therefore, a UG can – theoretically – be founded with just EUR 1 share capital.
- What are the advantages of a UG?
With a UG, you can enjoy full limitation of liability even with little capital.
- What are the disadvantages of a UG?
The UG enjoys a lower reputation than a GmbH with banks, suppliers and creditors because of the lower capitalisation. Some banks refuse to open accounts for UGs as a matter of principle. In addition, the UG undertakes to retain 25 % of its annual profit as a legal reserve until it reaches EUR 25,000. Then the UG must be converted into aGmbH. Ultimately, the company name of the entrepreneurial company must include the suffix “UG (haftungsbeschränkt)”. Unlike with a GmbH, this suffix “haftungsbeschränkt” (with limited liability) may not be abbreviated.
- How is a UG founded?
To establish an UG, partners first need to sign the articles of association before a German notary and appoint the managing director. Partners can be one or more natural persons or legal entities. The name of the company should be clarified with the Chamber of Industry and Commerce beforehand.
A so-called sample protocol can also be used instead of individual articles of association. Find out about the advantages and disadvantages of founding an UG with a sample protocol.
The newly appointed managing director must then open a bank account for the UG, to which the partners transfer the share capital. Unlike the GmbH, the full amount needs to be paid.
Opening the account may be subject to considerable delays: In accordance with the German Money Laundering Act (GwG), banks undertake to establish the beneficial owner of a company, and which business activities the company will perform. They, therefore, perform an extensive KYC (Know Your Customer) audit each time an account is opened, for which they require detailed information about the partners, the countries of origin and sectors involved. It is not uncommon for the bank to reject the opening of an account without further justification following an audit spanning several weeks. Some banks also refuse to open an account for entrepreneurial companies from the outset.
The notary must be furnished with proof of payment of the share capital. Usually, this is done by presenting the corresponding account statement. Payment transferred to the company’s cash account is only sufficient in special individual cases, and is not recommended for a normal founder because only the cash book can be presented as proof of payment, which is usually not sufficient for the register courts.
Only then can the notary register the company for entry in the commercial register. The sought-after limitation on liability is only deemed established upon entry of the UG in the commercial register.
- How long does it take to found a UG?
Anyone seeking to found a UG should realistically expect it to take at least three to four weeks. Opening the account and processing time at the registry court take the longest. The exact duration is not something that can be planned.
VRB’s advantages
- A leading provider with more than 20 years’ market experience
- Owner-managed by licensed lawyers
- Our clients can contact us personally
- Optimised and flexible processes
- More than 8,000 sold shelf companies
- A wealth of experience with holding structures and individual solutions
- Suitable transaction power of attorney for your clients
- Wide range of German legal forms at various locations
FAQs
We answer your questions on all matters involving our shelf companies with respect to the costs, shelf companies with a tax number, and more.
Bank account
You set up the bank account of the shelf company following the purchase. Select the right bank and account model that suit you or your clients when reserving the company.
Purchase process
Just a few steps need to be taken after reservation until you can purchase a shelf company. You determine whether and when you require the company. More about the process involved in purchasing a shelf company.