Forming a German GmbH with French Shareholders — What to Consider
Those seeking to operate permanently in the German market can hardly avoid the GmbH. For French founders, the formation process holds surprises — because the German procedure differs structurally from the French.
Why a GmbH — and not an SAS with a German branch?
The GmbH is more rigid than the SAS, but this rigidity is its strength — clear statutory structure, established case law, high legal certainty. The GmbH is moreover the trust signal in the German market.
The culture shock: notarial certification
Forming a GmbH mandatorily requires notarial certification of the articles of association (§ 2 GmbHG). All founding shareholders must be present or validly represented. Online certification has been possible for some years (§§ 16a ff. BeurkG).
Share capital and bank account
Minimum share capital EUR 25,000 (§ 5 GmbHG), at least half payable at formation. The main practical hurdle is the German business account — German banks scrutinise foreign shareholders intensively.
Managing the company from France
The managing director need not be a German national nor reside in Germany. Tax caution: where the company is effectively managed from France, the place of management may be established there.
Bilingual articles
The articles of association can be certified as a bilingual document — German and French side by side. In Franco-German formations this is the standard approach.
FAQ
- Can a French company be a shareholder of a German GmbH?
- Yes. Legal entities under foreign law can also be shareholders of a GmbH. Proof of existence and representation is required — typically a current commercial register extract (extrait Kbis) with translation and, where applicable, apostille.
- Must the managing director of a GmbH reside in Germany?
- No. Residence in France is permissible. However, the tax consequences must be considered where the company is effectively managed from abroad.
- Can the articles of association of a GmbH be certified bilingually?
- Yes. The articles of association can be certified as a bilingual document — German and French side by side.
- How long does forming a GmbH with foreign shareholders take?
- With complete documentation and banking arrangements in place: four to eight weeks. Delays typically arise with account opening and with powers of attorney and supporting documents from abroad.