Corporate

UG (haftungsbeschränkt)

abbr. for ‘Unternehmergesellschaft’ (entrepreneurial company): a form of GmbH with share capital from EUR 1. The suffix ‘(haftungsbeschränkt)’, meaning ‘with limited liability’, is a mandatory part of the name. A quarter of the annual net profit goes into a reserve until a capital increase raises the share capital to EUR 25,000. The UG may then be turned into a proper GmbH.

The UG is the GmbH for those on a small budget. It has long since shed its poor early reputation and is quite common among start-ups. The low minimum capital does not mean, however, that incorporating with a token euro makes sense. The notary, the Handelsregister (commercial register) and the first few months all cost money, and a company that is over-indebted from the outset quickly brings its management close to the duty to file for insolvency under German law. Landlords, banks and suppliers also usually require the shareholders of a UG to give a personal guarantee. The suffix belongs on the letterhead, invoices, the legal notice (Impressum) and the email signature. Anyone who omits it creates the appearance of unlimited liability and may be held personally liable. The route to becoming a GmbH is a capital increase to EUR 25,000 recorded by a notary, which can also be funded from the accumulated reserve or by contributions in kind.

Term 40 of 44 · As at 9 September 2026

More

Licence: CC BY 4.0*

How to cite: UG (haftungsbeschränkt), in: Berlin Online Glossary of German Business Law, published by STRUB.LAW, as at 9 September 2026, https://strub.law/en/glossary/ug-haftungsbeschraenkt/, CC BY 4.0

*This licence applies only to the written entries of the Berlin Online Glossary.

The entries are carefully researched and reflect the position as at the date stated in each entry. They provide an initial overview and are no substitute for legal advice on your specific case. I cannot guarantee that they are accurate, complete or up to date. I am happy to discuss with you which rule applies to your situation. Have you spotted a mistake or do you have a comment? I would be glad to hear from you at info@strub.law.