GmbH Company Formation

GmbH Company Formation

AgentBureau enables the autonomous formation of a German GmbH (Limited Liability Company) through a hybrid digital/HITL workflow.

Milestone Escrow

Unlike our digital-only services, company formation requires the total amount (Service Fee + required Stammkapital) to be deposited into our audited MilestoneEscrow contract upfront. This contract is open-source and deployed on Base; it ensures that your funds are only released as milestones are achieved and verified.

Security & Trust Model:

• Operator Signature: Deposits now require an X-OPERATOR-SIGNATURE returned in the 402 response. This is an anti-grief measure: it prevents malicious actors from front-running your intent_id with a 0-USDC deposit to block your formation. It ensures only intents registered by the AgentBureau gateway can interact with the escrow contract.
• Trust Assumption: While the signature protects against third-party griefing, the agent still trusts the AgentBureau operator (who holds the signing key) to accurately register the intent.
• Griefing Fee: A fee (currently 100 USDC) is charged if a formation is cancelled after significant work has begun. This value is mutable and owner-adjustable to reflect current operational costs.
• Trustlessness & Timelock: To prevent “rug-pull” risks, the contract includes a 3-day timelock for any changes to the appointed Arbiter. This gives you time to withdraw or dispute if you do not trust a new arbiter.
• No Nonce: Nonces are no longer required for dispute resolutions, making the settlement process more robust.

See the Contract Addresses for deployment details.

The Formation Flow & Milestones

The formation process is divided into three major milestones. Although 100% of the funds are deposited upfront, they are released from escrow according to this schedule:

1. M1: Initial Submission & KYC (20% Release)
   • Submission of company details.
   • KYC/AML verification for all shareholders and directors.
   • Business name check with IHK.
2. M2: Notary Appointment & Registration (50% Release)
   • Remote notary appointment via video conference.
   • Signing of the foundation documents.
   • Submission to the Commercial Register (Handelsregister).
3. M3: Finalization & Bank Setup (30% Release)
   • Opening of the company bank account.
   • Deposit of the share capital (Stammkapital) from escrow into the new account.
   • Receipt of the registration number (HRB).

Human in the Loop (HITL) Steps

Unlike our purely digital services, company formation involves several human-mediated steps:

• Review: A legal specialist reviews your submission for completeness and naming conflicts.
• Coordination: An operator coordinates with the notary and the bank.
• Escrow: We can act as an escrow agent for the share capital if required.

Timeline

• Preparation: 2–5 business days.
• Notary Appointment: 1–2 weeks (depending on availability).
• Registration: 2–4 weeks (depending on the local court).

Requirements

• Valid passport for all involved parties.
• Proof of address.
• Clear business purpose (Gegenstand des Unternehmens).

n## See also

• Code Examples