OCTIS vs GmbH vs UG: which German limited company to form
Share capital, paid-in rules, the profit reserve and what founders actually pay, using the statute text.
Last checked · 6 sources
Otty's short answer
Both give limited liability and both need a notary and a Handelsregister entry. A GmbH needs at least €25,000 share capital (half paid in before registration). A UG can be formed from €1 but must be paid in cash in full and put 25% of annual profit into a reserve until it reaches €25,000. Choose a UG to start light, a GmbH if you need credibility or larger capital.
Side by side
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| What matters | OCTISHong Kong company + OCTIS global plan | GmbH | UG (haftungsbeschränkt) |
|---|---|---|---|
| Minimum share capital | No minimum capital | €25,000 | From €1, under €25,000 |
| Paid in before registration | No minimum capital | At least a quarter per share, total half of €25,000 | Full amount, in cash only |
| Notary needed | Filed online with the Companies Registry | Yes | Yes |
| Standard form (Musterprotokoll) | Not needed for the Hong Kong company; local rules apply if you trade there | Possible, up to 3 founders, 1 director | Possible, up to 3 founders, 1 director |
| Typical setup cost (guides) | At least 10% below any qualifying quote (Lowest Price Guarantee), government fees and first-year secretary included | About €800 to €2,500 | From about €300 |
| Liability | Limited to the company's assets (Hong Kong limited company) | Limited to company assets | Limited to company assets |
| Can become a GmbH | Not applicable to a Hong Kong company | Already one | Yes, at €25,000 capital |
If you have staff, premises or local sales in this country, its own registration and tax rules still apply. OCTIS can help you arrange them.
Data sources & disclaimer: Comparison data was compiled from publicly available sources — including the competitors' own published pricing and feature pages — captured on 9 November 2026. Figures reflect the typical or advertised pricing at that time and may have changed since; plans, inclusions and prices vary by provider, region and promotion. OCTIS is independent and not affiliated with the named companies; all trademarks belong to their respective owners. This comparison is provided in good faith for general information only and is not professional, legal or financial advice — please verify current details with each provider before deciding.
Which one fits you
OCTIS · Hong Kong company + OCTIS global plan
Choose OCTIS if you sell to customers in several countries, or want a Hong Kong company run with accounts, banking and CRM in one place.
GmbH
Choose a GmbH if you have the €25,000, want an in-kind contribution, or need a firmer signal to banks, partners and large customers.
UG (haftungsbeschränkt)
Choose a UG if you want limited liability with little capital and can accept the 25% reserve rule and a name that says UG.
What the table does not show
What the statute says
Section 5 of the GmbHG sets the minimum share capital of a GmbH at €25,000. Section 7 allows registration once a quarter of each share is paid in, with total cash and in-kind value at least half of that minimum. Section 5a covers the UG: capital below the GmbH minimum, full payment before registration, no in-kind contributions, and a legal reserve of one quarter of the annual surplus after loss carryforwards.
What founders really pay
Fees are set by notary and court schedules, not by a fixed price. Guides give ranges rather than a statute figure. Norman puts a UG with the standard form from about €300 and a GmbH at roughly €800 to €2,500. Vivid gives €350 to €800 for a UG with the standard form. These are estimates. Get a written quote from a notary, and add bank, tax adviser and bookkeeping costs.
The UG reserve in practice
The reserve can only be used to cover losses or raise capital, so it ties up part of each profitable year. It stops being required once the capital reaches €25,000, after which you can rename the company GmbH. If you plan to take profit out each year, model the reserve first. For a holding or investor round, ask your notary whether a GmbH is easier.
Where OCTIS fits
OCTIS does not form or run German companies. If your Malaysian or Hong Kong company is deciding whether to open a German subsidiary, this page helps you choose the entity. OCTIS can keep the home company's books and take the German entity's statements into the group view, and a quote can show 10–30% off your current bill.
Frequently asked questions
What is the difference between a UG and a GmbH?
Mainly capital and name. A GmbH needs €25,000 share capital. A UG can start from €1 but must say UG (haftungsbeschränkt), be paid in cash in full before registration, and put 25% of annual surplus into a reserve until it reaches €25,000. Liability is limited in both.
How much does it cost to set up a UG or GmbH in Germany?
Fees depend on the notary and register schedules, so there is no single price. Guides estimate about €300 or more for a UG with the standard form and roughly €800 to €2,500 for a GmbH. Treat these as estimates and ask a notary for a quote.
Can a foreign founder form a UG or GmbH?
The statute does not limit founders to German residents. You still need a notary and a bank account for the capital. We did not verify residence, address or visa rules for foreign founders, so check with a notary or tax adviser.
Can a UG be turned into a GmbH later?
Yes. Under section 5a, the special UG rules stop applying when capital is increased to at least the GmbH minimum of €25,000. The company may keep the UG name, or change it to GmbH once the reserve duty has ended.
Sources
Checked on the date above. Links open the provider's or regulator's own page.