In short
Mini-GmbH is a colloquial name for the UG (haftungsbeschränkt). There is no separate legal form of this name.
Mini-GmbH explained
The name captures the essence: the UG is a GmbH to which the minimum share capital of €25,000 does not apply; mathematically, €1 per share is enough. It was introduced in 2008 with the GmbH reform as a German alternative to the British Limited. The term cannot be used as a legal form suffix: the company name must contain "Unternehmergesellschaft (haftungsbeschränkt)" or "UG (haftungsbeschränkt)" (Sec. 5a (1) GmbHG). To compensate for the low capital, the UG must put a quarter of its annual net profit into a reserve every year. If it increases its share capital to €25,000, the special rules no longer apply.
Legal basisSec. 5a GmbHG
More in our guideWhat is a UG? The UG (haftungsbeschränkt) legal form explainedThe UG (haftungsbeschränkt), in full Unternehmergesellschaft (haftungsbeschränkt), is not a separate legal form but a variant of the GmbH under Sec. 5a GmbHG. It is formed with less than €25,000 share capital, arithmetically from €1, which must be paid in fully in cash before registration. In return, it must allocate a quarter of its annual net profit to a statutory reserve every year until the share capital has been increased to at least €25,000.Read the guide
Related terms
GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Legal form (Rechtsform)The legal form is the legal framework of a business and determines liability, capital, formation effort, say in decisions and taxes. Common legal forms in Germany include the sole proprietorship, GbR, OHG, KG, GmbH, UG and AG.UG (haftungsbeschränkt)The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with less than €25,000 share capital, mathematically from €1, which must be paid in full in cash before the application. In return, it must put a quarter of its annual net profit into a reserve every year.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.Legal form suffix (Rechtsformzusatz)The legal form suffix is the part of the name that shows the legal form, for example "GmbH", "UG (haftungsbeschränkt)", "e.K.", "OHG", "KG" or "eGbR". It is mandatory and belongs on business letters, invoices and in the legal notice.Share capital (Stammkapital)The share capital is the capital of a GmbH or UG specified in the articles of association; for a GmbH it is at least €25,000, for a UG less, mathematically from €1. For a GmbH, at least €12,500 must be paid in for the application; for a UG, the full amount.
