Company Service for German Company Formations – Professional Solutions with AQUAN Service UG
Comprehensive Support for Your Company Formation in Germany with Full Company Service
Reef Rechtsanwälte offers you holistic legal and organisational support for the formation of your German company – from the structuring of the appropriate legal form through to the professional management of your business address by our partner AQUAN Service UG. Our Company Service not only includes the provision of a recognised domiciliation address in Düsseldorf (Werftstraße 16, 40549 Düsseldorf), but also the complete organisational handling of your correspondence, so that you can focus entirely on your core business.
Company Formation in Germany: Your Path to Entrepreneurial Success
Forming a German company – whether as a GmbH (Gesellschaft mit beschränkter Haftung) or UG (Unternehmergesellschaft) – presents entrepreneurs with numerous legal and organisational challenges. Having the right partner by your side makes the difference between a complicated administrative process and a smooth company formation. The experts at Reef Rechtsanwälte have many years of practical experience in accompanying company formations and understand both the legal and the commercial requirements of our clients.
Legal Foundations of GmbH Formation under German Law
A German company formation first requires the notarial certification of a tailor-made articles of association (also known as the Satzung). This document must contain all required minimum particulars pursuant to §§ 2 and 3 of the Act on Limited Liability Companies (GmbHG):
- Company name and registered office with precise location details
- Company purpose with a precise description of activities
- Amount of the share capital (minimum EUR 25,000 for a GmbH, minimum EUR 1 for a UG)
- Amount of the share contribution taken over by each shareholder
- Managing director remuneration and representation arrangements
Notarial certification pursuant to § 2 para. 1 sentence 2 GmbHG is mandatory and serves to protect all parties involved. The OLG Celle confirmed in its decision of 30.06.2021 (Az. 3 U 72/21) that notarial certification of shareholder resolutions is to be regarded as the safest means of effectively creating legally binding documents – this applies in particular to important corporate decisions.
However, a well-drafted articles of association goes far beyond these statutory minimum requirements and preventively addresses potential conflicts between shareholders, protects your interests, and creates a clear governance structure for your company.
The Registered Office:
Service Address as a Legal Requirement
When choosing the right registered office – the so-called domiciliation address – not only the geographic location plays a role. The registered office must be entered in the commercial register and serves as the central address for all legal and business relations of your company. It functions as the address for service of official correspondence and communications with authorities.
The Federal Court of Justice (BGH) has clarified the requirements for a valid service address for legal entities: in its judgment of 28.06.2018 (Az. I ZR 257/16), the BGH held that for legal entities under private law, the registered business address entered in the commercial register suffices as a valid service address, provided that service can be effected there on the governing body as the statutory representative of the legal entity pursuant to § 170 para. 2 ZPO.
This case law was further refined by the BGH decision of 07.07.2023 (Az. V ZR 210/22): a valid service address must be one at which the addressee can actually be reached and where there is a genuine possibility of delivering a document to them in person. Mere postal service addresses without actual presence are therefore insufficient.
The OLG Cologne recently confirmed in its decision of 09.01.2025 (Az. 4 Wx 19/24) that the home address of a GmbH’s managing director is generally not required for unambiguous identification – the company’s business address is sufficient. This underscores the importance of a professional business address.
Particularly for internationally active companies or those in the formation phase, working with professional domiciliation providers such as AQUAN Service UG is an established solution – legally unproblematic, economically efficient, and widely proven in practice.
Modernisation of GmbH Law: MoMiG and DiRUG
German company law has undergone significant modernisation in recent years. The Act on the Modernisation of GmbH Law and the Prevention of Abuses (MoMiG), which entered into force on 01.11.2008, represented the most comprehensive reform since the GmbH Act was enacted. It serves to facilitate the establishment of new businesses, accelerate commercial register entries, and combat abuse through more precise requirements for valid service addresses.
The Act Implementing the Digitalisation Directive (DiRUG), which entered into force on 01.08.2022, enables the online formation of a GmbH through electronic notarisation by video conference. The supplementary DiREG (in force since August 2023) extends these options to formations involving contributions in kind and amendments to the articles of association. This digitalisation significantly accelerates formation processes and reduces bureaucratic hurdles.
Bilingual Articles of Association:
Tailored for International Business Relations
One of the distinguishing features of our offering is that we prepare fully bilingual articles of association for you – in German and English. This is not merely a formality: an English-language document is subject to different conventions of interpretation, and many international business partners expect documents to be available in English in order to quickly understand the governance structure and business activities of your company.
Legal Particularities of Bilingual Agreements
When drafting bilingual articles of association, particular legal aspects must be observed. As legal practice shows, it is essential to specify which language version shall prevail in the event of discrepancies. A common solution is an express clause stating that the German version shall take precedence in case of doubt, while the English version serves for translation purposes.
Furthermore, the applicable law must be clearly determined. For German companies, the legal provisions are governed by the law of the Federal Republic of Germany, which should be explicitly stated in the articles of association.
These tailor-made bilingual articles of association are developed by our lawyers to comply not only with the German provisions of the GmbHG, but also to reflect the specific requirements and particularities of your business model:
- Flexible managing director structures and representation arrangements
- Provisions on profit distribution and withdrawal rights
- Determination of voting rights and resolution majorities
- Implementation of protective provisions for minority shareholders
Minority Shareholder Protection in the Articles of Association
The protection of minority shareholders is a central aspect of drafting articles of association. While the GmbH Act provides some protective mechanisms – such as a blocking minority from a 25% shareholding for fundamental decisions such as amendments to the articles of association or dissolution of the company – these statutory provisions are often insufficient.
The most effective protection for minority shareholders lies in the careful drafting of the articles of association. These should contain specific protective provisions to prevent disadvantage by the majority. Possible arrangements include:
- Consent reservations for important business decisions
- Special rights in the appointment of managing directors
- Information and inspection rights beyond the statutory minimum
- Compensation arrangements in the event of a shareholder’s exit
The fiduciary duty under company law provides additional protection, but must be given concrete form through explicit contractual provisions.
Company Service: The Comprehensive Domiciliation Package from AQUAN Service UG
The Company Service offered through our partner company AQUAN Service UG is a complete service package specifically designed for companies that require a professional business address without renting or operating their own office premises. This is particularly attractive for start-ups, young companies, foreign investors, and companies in the build-up phase.
What Exactly is a Company Service?
A Company Service is a commercial service through which a company receives an official business address that it can register in the commercial register, state in its legal notice (Impressum), and use for all official communications. This address constitutes a valid service address within the meaning of BGH case law – meaning that courts, authorities, and business partners can validly serve documents at this address.
The use of a domiciliation address is entirely legal in Germany and widely practised. The commercial register accepts such addresses without reservation, provided the statutory requirements are met – in particular, actual availability for service of documents.
AQUAN Service UG provides you with the recognised business address Werftstraße 16, 40549 Düsseldorf – a modern business location directly on the Rhine in the state capital of North Rhine-Westphalia. This location is not only geographically prominent but also enjoys a high reputation in the business world.
The Company Service in Detail
The AQUAN Company Service offers the following specific services:
1. Mail receipt and professional forwarding
The service includes the reliable receipt of all incoming mail at the domiciliation address. This is processed and documented daily by a qualified team. Forwarding is carried out as agreed:
- Electronic forwarding by email with photographic capture of incoming mail
- Physical forwarding by post to your preferred address
- Collection on-site during business hours
With electronic forwarding, you receive a detailed description of the contents as well as notes on any applicable deadlines – a significant time advantage for management.
2. Bank mail and financial communications with priority treatment
All bank correspondence is handled with the highest priority. These documents are often time-sensitive and contain sensitive financial information. AQUAN Service UG receives all bank correspondence with special attention and forwards it immediately (with a description of contents and deadline notes) to management.
3. Tax and government communications
Correspondence from tax authorities, the tax office, or other government bodies is handled with particular care and forwarded promptly. Especially valuable is the connection to your tax advisor: upon request, AQUAN Service UG forwards accounting documents directly to your tax advisor, and enquiries from the tax advisor are immediately transmitted to you.
4. Long-term archiving and legally secure retention
AQUAN Service UG undertakes to archive your correspondence for 10 years. This long-term data retention is not only practically useful for verification and documentation purposes, but also serves an important legal function. Should you terminate the service, you have a period of 3 months to collect these documents – after which they will be professionally destroyed.
5. Flexible and scalable additional services
The service is fully modular in structure. You can, for example, additionally book the use of a fully equipped workstation (reservation required one week in advance, billed separately) – for instance for meetings with business partners – or add optional services such as the processing of incoming mail.
Cost Transparency and Fee Structure
The base fee for the Company Service from AQUAN Service UG is EUR 250.00 per month plus statutory VAT (currently 19%), billed monthly. Invoices are due within 7 days of receipt.
Additional costs may apply depending on the use of supplementary services:
- Postage and courier services (billed separately, fully transparent)
- Use of workstations (on request)
- Special services (individually agreed)
The contract is flexible and can be terminated by either party with one month’s notice to the end of the month. There are no hidden fees and no mandatory minimum contract term.
Tax Law Aspects: Substance Requirements for Domiciliation
When using a domiciliation address, tax law substance requirements must be observed. A newly incorporated legal entity in Germany requires a legally valid registered address that is accepted by the tax authorities. In order to be recognised as a permanent establishment within the meaning of § 12 sentence 1 AO, it is necessary to document and maintain sufficient substance at the registered company seat.
According to the case law of the Federal Fiscal Court and the guidance in the AEAO on § 12 AO, a permanent establishment requires:
- A business installation with a fixed connection to the ground
- Disposal rights of the company over the premises
- Business activities of the company that demonstrate a degree of “rootedness”
In practice, this means that at least either the management or the accounting function should be conducted at the registered company seat. The precise requirements depend significantly on the nature of the company’s business activities and should be assessed on a case-by-case basis.
Distinguishing Features of Our Offering: Legal Certainty Through Specialists
The collaboration between Reef Rechtsanwälte and AQUAN Service UG is a strategic partnership with a shared address (Werftstraße 16 in Düsseldorf), enabling us to offer you a fully integrated service:
Seamless Integration of All Formation Steps
When we form your GmbH or UG and you opt for our Company Service, we coordinate all steps – from drafting your tailor-made articles of association through notarial certification to registration in the commercial register with the domiciliation address. Everything is handled from a single source, saving time and minimising the risk of errors.
International Standards and Expertise
In particular with regard to bilingual articles of association, we possess not only the necessary legal expertise but also practical experience in advising international investors and companies with cross-border structures. Our English-language documents meet international standards and are accepted without reservation by business partners and financial institutions.
Holistic Legal Advice
The Company Service should not be viewed in isolation but as part of a comprehensive advisory concept. When you form a company with us, we support you not only through the Company Service in the early years, but also accompany you legally in:
- Company law and corporate governance
- M&A transactions and corporate acquisitions
- Employment law and HR matters
- Tax advice in cooperation with Reef Steuern
- International commercial law and inbound investment
Depending on your needs, we flexibly assemble the right team – in line with our new-work concept of cross-disciplinary collaboration.
Company Formation Process with Reef Rechtsanwälte
Phase 1: Concept Development and Individual Advice
We discuss your business idea, shareholder structure, financing, and objectives with you. We help you choose the appropriate legal form (GmbH with EUR 25,000 share capital or UG from EUR 1) and clarify whether bilingual documents are required.
Phase 2: Tailor-Made Draft Articles of Association
Based on our consultation, we draft tailor-made articles of association that not only comply with the statutory requirements of §§ 2, 3 GmbHG but also take into account your specific wishes. If desired, we simultaneously prepare a legally binding English-language version.
Phase 3: Notarial Certification
The finalised articles of association are certified by a notary pursuant to § 2 para. 1 sentence 2 GmbHG and signed by all shareholders. Since the DiRUG entered into force on 01.08.2022, this is also possible by video conference via the online procedure, which significantly accelerates the formation process.
The notary also oversees the required capital payments – the commercial register requires confirmed evidence of capital contribution.
Phase 4: Commercial Register Entry
The notary registers the company with the commercial register. Under the DiRUG, the formation must be registered within a maximum of ten working days of the application – in the case of standard articles, even within five working days. Your company is then officially formed and can commence business activities.
Phase 5: Registrations with Authorities and Account Opening
In parallel, all necessary registrations with the trade licensing office and tax office are completed, and a business bank account is opened. We coordinate these steps and ensure that all formalities are completed in a timely manner.
Frequently Asked Questions about the Company Service
Is a Company Service legally unproblematic?
Yes, absolutely. The use of a domiciliation address is entirely legal in Germany and widely practised. The commercial register accepts such addresses without reservation, and courts and authorities know how to deal with them. The BGH judgment of 28.06.2018 (Az. I ZR 257/16) expressly confirms that the business address registered in the commercial register is sufficient as a valid service address.
One prerequisite, however, is that the domiciliation address is genuinely operational and that you meet all statutory requirements – in particular, availability for service of documents, as the BGH clarified once again in its judgment of 07.07.2023 (Az. V ZR 210/22).
Can I change my domiciliation address later?
Yes, you can change your registered office at any time – for example, if you later rent your own office premises. This requires an entry in the commercial register, which is carried out by a notary. The associated fees are modest. A change of business address has also been possible through the online procedure since the DiRUG entered into force.
What happens to my mail when I terminate the service?
We advise nationally and internationally active companies – from mid-sized businesses and start-ups to family offices and private equity firms. We also assist private individuals, executives, and employees in legal matters. A significant proportion of our clients come from abroad, in particular from the United Kingdom, the Netherlands, Turkey, and the Middle East.
Is the service also of interest to foreign companies?
Yes, definitely. Many foreign investors use the Company Service from AQUAN Service UG to have a recognised German address without directly renting office space in Germany. This is particularly attractive for:
- Formation of German subsidiaries of foreign corporate groups
- Market entry by international companies in Germany
- Inbound investment structures
For cross-border structures, we also advise you on tax substance requirements and the avoidance of double taxation.
Additional Services and Specialisations
Beyond the core Company Service, Reef Rechtsanwälte offers further services that can be usefully combined with the company formation:
Specialist Company Law Advisory
- Drafting of shareholders’ agreements for multi-shareholder constellations
- Preparation of rules of procedure and corporate governance arrangements
- Preparation for investment rounds or the future admission of additional shareholders
- Structuring of group relationships and holding structures
Tax-Optimised Structuring
In close coordination with our partner Reef Steuern, we offer comprehensive tax advisory services to place the formation on the optimal legal and tax foundation. This includes:
- Tax-optimised choice of legal form (GmbH, UG, GmbH & Co. KG)
- Structuring of profit distribution and withdrawal strategies
- Permanent establishment planning for international structures
- Avoidance of double taxation through double tax treaty planning
International Expertise
As lawyers with English solicitor qualification and international experience, we offer particular expertise for:
- Cross-border structures with UK or EU nexus
- Brexit advisory for British investors in Germany
- Common law understanding in international contracts
- Multilingual contract drafting (German, English, further languages on request)
Your Partner for
Company Formation and Company Service
Would you like to form a German company and are looking for a reliable legal partner who is not only legally proficient but also has practical solutions for everyday business questions? Contact us for a no-obligation initial consultation.