Shelf UG.
Lean entry, corporate shield, 72-hour takeover.

Shelf UG is the low-capital cousin of the shelf GmbH. Same legal structure, same liability shield under § 13 (2) GmbHG, same transfer mechanics under § 15 GmbHG, but paid-in capital of €500 to €2,500 instead of €25,000. Fits when you want speed and the corporate shield without parking full GmbH capital.

When shelf UG beats shelf GmbH

Speed matters, but €25,000 locked is painful. You plan to retain profit anyway (so the 25% statutory retention is moot). You want to trade for 6 to 12 months, then either convert to a GmbH or acquire a shelf GmbH. Solo operations or small partnerships.

When shelf UG does not fit

Fundraising from VCs, bank credit lines at scale, procurement departments at Mittelstand and corporate counterparties, licence applications with minimum capital. In all of these a shelf or fresh GmbH is the right call.

Mantelverwendung applies here too

Same BGH jurisprudence as for shelf GmbH. Economic re-use triggers disclosure duty and Differenzhaftung. We file the wirtschaftliche Neugründung disclosure as part of standard scope.

Upgrade path to GmbH

§ 5a (5) GmbHG lets you convert UG to GmbH when statutory reserve plus capital reaches €25,000. Same HRB number, same tax number, same bank account. Usually achieved in 3 to 7 years of retained profit from a performing UG.