We help with the incorporation in kind
of your GmbH

Support with the non-cash formation of a GmbH
Lawyer for corporate law
100% digital

Start-up advice - free checkGründungsberatung-Gratis-Check

Lawyer Peter Weiler

The substantive foundation

When establishing a GmbH, you must provide share capital of at least 25,000 euros. The share capital for the formation can be provided as a cash contribution (Cash formation) or as a contribution in kind (Cash formation).

In the case of incorporation in kind, tangible or intangible assets are contributed to the company assets instead of the cash contribution.

What legal requirements must I observe when founding a company in kind?

When founding a company in kind, there are some special features to consider compared to founding a company in cash. These include the precise naming and description of the contributions in kind in the articles of association and the preparation of a incorporation in kind report, which must be signed by all shareholders. The incorporation report serves as proof of the market value of the contributions in kind and is checked by the competent registry court for a realistic valuation of the contributions in kind.

We help you to realistically value the contributions in kind so that you can avoid a refusal of registration by the registry court and the associated additional costs when setting up the company.

How is the value of the non-cash contribution determined in the case of a non-cash foundation?

In principle, the replacement value and, in the case of rights or licenses, the earned value is entered in the incorporation report for items that you wish to contribute to the non-cash formation. The replacement value is the value at which you could acquire a comparable asset on the market. The earned value is the estimated sale value of the patents, rights or licenses. The value of the contributions in kind must correspond to the nominal value of the shares granted in return.

In order to prove the value of the contribution in kind, it is often advisable to obtain an expert opinion on the value, especially in the case of material contributions in kind.

We support you with the valuation of your contributions in kind and prepare a balance sheet of the material contributions in kind, which can be included in the incorporation report.

When does a non-cash foundation make sense for me?

A incorporation in kind is particularly useful if there are insufficient cash funds available to contribute the registered capital required for the incorporation and/or the liquidity of the company is to be conserved at the time of incorporation.

In addition, a incorporation in kind is also always appropriate if there are sufficient property assets for the registered capital contribution which are to be contributed to the company assets in any case.

In the case of reorganizations of companies, a incorporation in kind may also make sense.

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Free initial consultation

Advantages of a non-cash foundation

Share capital does not have to be raised in cash
Other companies or enterprises can be brought in as a contribution in kind
Tangible assets are immediately available and do not have to be acquired by the company during ongoing business operations, so you can save on necessary investments
Tangible assets can be used to accelerate the start of business operations

Disadvantages of a non-cash foundation

If there is insufficient capital available, the liquidity of the company may be impaired
The contribution in kind must be made immediately and in full
In-kind contributions may exceed the amount of the contribution to be made, which must be stated separately in the articles of association
Determining the contribution in kind in the case of an expert opinion for the non-cash incorporation report results in additional costs

What risks you can expect with a non-cash foundation

A incorporation in kind can be associated with risks, which is why you should always consult a specialist lawyer before incorporating in kind. The following risks may arise with a incorporation in kind :

High founding costs
Personal liability if the tangible assets contributed do not correspond to the value of the stated contribution. For example, in the event of insolvency, you will have to pay any difference
Start of the limitation of liability only after five years if you contribute a complete company as a tangible asset

How we work with you

Beauftragung

You can request your free initial consultationvia our contact form. Following the consultation, you will receive all information by e-mail. This e-mail also contains the order form. As soon as you sign this and send it back to us, we'll get straight to work.
Partnership agreement

We draw up the necessary incorporation documentsfor you, in particular the articles of association. We are in constant contact with you and adapt the documents to your individual requirements. You can ask questions about the foundation process at any time

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Notary appointment

Once the founding documents are ready, we will arrange the notary appointment for you. The articles of association must be notarized. The notarization takes place entirely online by video. You also show your ID online and sign using an electronic signature.
Register entry

After notarization, you must open a bank account for the GmbH. At least half of the share capital, i.e. 12,500 euros, must be paid into the account. Once the money is in the account, the GmbH is entered in the commercial register. Once registered, your GmbH is complete!

Mueller.legal -
Free initial consultation for non-cash incorporation

When you entrust Mueller.legal with your incorporation, you will be supported by experienced lawyers and a motivated and effective team. We take over the organization of your incorporation in kind and prepare all the necessary documents. We take care of communication with the notary's office and answer any questions you may have during the incorporation process in the context of a incorporation in kind with legal certainty. We do this at fair flat rates. You know in advance what our service will cost - without hidden costs!

What are the requirements for a non-cash foundation?

When founding a corporation in kind, you must fulfill basic formal requirements, similar to a cash foundation. These include in particular choice of legal form, company agreement, visit to the notary, payment of the capital contribution and entry in the commercial register. In the case of non-cash formation, the non-cash contribution must have been fully incorporated into the company assets before registration in the commercial register.

In addition, the incorporation in kind must state as specifically as possible in the articles of association which contributions in kind are to flow into the company assets. Furthermore, a written non-cash formation report must be prepared, which must be signed by all shareholders.

By the way: mixed contributions are also conceivable, in which non-cash contributions are combined with cash contributions.

What assets can be contributed as contributions in kind?

Tangible contribution in kind: Tangible contributions in kind are tangible assets that you transfer to the company without consideration. These include, for example, real estate, land, machinery, securities, receivables or inventories.</li
Intangible contribution in kind: Intangible contributions in kind are assets that can be capitalized, such as licenses, patents or copyrights, which you make available to the company without consideration.
Services: Services are only permitted as contributions in kind in the case of partnerships.
Transfer of use: In the case of transfer of use, you do not transfer ownership of the assets to the company, but transfer them for use free of charge.
Hidden contribution in kind: With a hidden contribution in kind, you circumvent the provision of Section 19 (4) GmbHG by officially making a cash contribution with the obligation to exchange it for an asset at a later date. However, this does not remove the obligation to make a contribution, meaning that the cash contribution can be demanded again by the company.

What is the factual foundation report?

The incorporation in kind report is a document that proves the value of the contribution in kind and documents how the contributions in kind have been valued. This includes, for example:

Condition of the assets in kind
Concrete possibilities of use for the company
Common market prices
Manufacturing and acquisition price
Expert's report and other documents assessing the value

The incorporation report must be signed by all shareholders and must be submitted to the commercial register together with all documents proving the value of a contribution in kind.