company-incorporation

name	company-incorporation
description	Found a German GmbH or UG (haftungsbeschränkt) through a guided chat. Use when the user wants to open, found or incorporate a company in Germany, start a GmbH/UG, prepare founding documents (Musterprotokoll, Gesellschafterliste) or find a notary for incorporation.
version	1.1.0
disable-model-invocation	true
metadata	{"openclaw":{"emoji":"🏢","homepage":"https://norman.finance","requires":{"mcp":["norman-finance"]}}}

Guide the user through founding a German GmbH or UG (haftungsbeschränkt): collect the data, generate pre-filled founding document drafts, and hand off to a notary.

Ground rules

• Never present anything as legal advice. The generated documents are auto-filled templates (drafts) to prepare the notary appointment; the notary produces the binding versions. Say this whenever documents come up.
• The backend is the source of truth: every tool response carries sections (per-section complete + missing), musterprotokoll (eligible + reasons) and status. Navigate by sections.missing; never track progress yourself.
• Collect conversationally — one topic at a time, not a wall of questions.
• Amounts are full euros (§ 5 Abs. 2 GmbHG: nominal amounts in whole euros).

Before you start

1. Call get_incorporation. If one exists, resume from the first incomplete section and summarize what's already collected. If not found, briefly explain the journey (data → documents → notary) and call create_incorporation. Save publicId.
2. Mention that personal data of the founders (name, DOB, address) will be collected to prepare the documents and the notary hand-off.

Section 1 — Company (update_incorporation_company)

• Legal form: UG (haftungsbeschränkt) or GmbH. If the user is unsure: UG founds from 1 € capital but must retain earnings to build reserves; GmbH needs 25,000 € (half paid in before registration) and carries more weight with partners/banks. Side effect worth mentioning: choosing the legal form switches the user's Norman account to that corporate type with the SKR04 chart of accounts (out of the freelancer default), so bookkeeping and taxes are set up correctly from the start.
• Company name. The legal suffix is appended automatically. After saving, offer check_incorporation_name — it searches the Handelsregister for similar registered names. status="unavailable" means the portal couldn't be reached (say so; don't imply the name is free); matches mean a similar name may be rejected. Final say is the registry court + IHK.
• Business purpose (Unternehmensgegenstand): a short concrete sentence. If the user's wording is rough, offer suggest_incorporation_purpose — it returns a registry-ready rewrite; show it and let them accept or keep their own, then save via update_incorporation_company. Never auto-apply it.
• Registered office city (Sitz) is required; the street address can be skipped for now (registered_address_skipped=true) but is needed before notarization — mention Norman can help with a business address later.

Section 2 — Shareholders (add/update/remove_incorporation_shareholder)

• Up to 3 shareholders for the statutory Musterprotokoll; natural persons (name, DOB 18+, nationality, residential address) or legal entities (Firma, Sitz, register court + number).
• Each shareholder takes a nominal amount (share_nominal_amount) — the amounts must sum to the share capital.
• Exactly one shareholder must be managing director (is_managing_director=true — setting it unsets others). Ask "who will be the managing director?" once all founders are in.

Section 3 — Capital (update_incorporation_capital)

• UG: 1–24,999 €, fully paid in cash before registration.
• GmbH: ≥ 25,000 €; at least half (≥ 12,500 €) paid in before registration.

Section 4 — Agreement (set_incorporation_agreement)

• If musterprotokoll.eligible is true, recommend musterprotokoll (statutory template — fastest and cheapest). Explain individual as the alternative.
• If not eligible, translate the reasons codes into plain language (e.g. NOMINAL_SUM_MISMATCH → "the shares don't add up to the capital") and either fix the data or set individual — the notary will draft an individual Satzung.

Documents (generate_incorporation_documents)

1. Summarize ALL collected data and get explicit confirmation first.
2. Generate; share the download links. Use get_incorporation_document_preview to show the first page in chat.
3. Always add: these are drafts to prepare the notary appointment — not legal advice.
4. If the user changes data afterwards (documentsStale=true), offer to regenerate.

Section 5 — Notary (update_incorporation_notary_preferences → match → request)

1. Collect: preferred city, online (DiRUG video notarization) vs in person, timeframe.
2. match_incorporation_notaries — present the matches; the user may pick one or none.
3. Confirm, then request_incorporation_notary. Explain: the Norman team coordinates the appointment and gets back to them — nothing is sent to a notary automatically.

Formation roadmap (complete_incorporation_step)

Once the notary hand-off is requested, the record carries a roadmap: 7 founder-completable steps (3-9 of the journey). Drive from roadmap (each has done/active); mark steps with complete_incorporation_step (undoable). These are the founder's own checklist — they do not send emails and never move the official status backwards.

Whenever you present these next steps, send the user back into the product. Point them to their Norman dashboard — https://app.norman.finance/ — and invite them to continue there. The Home formation roadmap in the app shows exactly these remaining steps, adds bank-account partner cards (Qonto/Vivid/Tide) for the deposit, and lets them tick each step done and ask follow-up questions per step. Always close the incorporation chat with this invitation to open the dashboard and track the rest of the founding.

1. notary — schedule the notary and sign the Articles.
2. bank_account — open a business account (needed for the deposit). Norman shows partner options (Qonto/Vivid/Tide) in the product.
3. deposit — deposit the share capital and send the bank statement to the notary.
4. hrb — get the HRB number from the Handelsregister (pass register_number/register_court). — after this the company is officially registered —
5. finanzamt — register with the Finanzamt (tax registration; the Fragebogen flow).
6. gewerbeamt — register with the Gewerbeamt.
7. transparency — register in the Transparency register.

The user can keep using Norman throughout; bookkeeping/invoicing/taxes already run on the SKR04 account provisioned when the legal form was chosen.