In order to convert a UG into a GmbH, it is necessary to increase the share capital to the statutory minimum limit of €25,000.

However, the share capital does not always have to be fully paid in immediately and the increase can be done in various ways:

  • You increase the share capital from company funds by conversion from reserves of the company (without payment). Please note that in this case you must submit a balance sheet that has been certified by an auditor or accountant without any restrictions.
  • You increase the share capital against cash contribution by transfer or a cash deposit of the difference amount to the previous share capital. There is no requirement to pay in the full amount, i.e. only half of the increased amount (€12,500) can be paid in initially.
  • You increase the share capital by contributing an asset in kind (e.g. machinery, vehicle fleet, etc.). The asset must be precisely designated and recorded in the commercial register with proof. In the case of contributions in kind, the full payment requirement applies, i.e. the value of the contributed asset must be at least as high as the amount by which the share capital is increased.

Since the conversion from a UG to a GmbH can therefore incur costs, we recommend that you check before founding a UG whether it does not make more sense to found a GmbH from the outset.

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