The Draft Deed Before the Notary Appointment: What Founders Should Check

Before the notary appointment, the parties usually receive a draft deed. It gives you the opportunity to check details and agreements, clarify open questions and coordinate changes in good time.

You do not have to interpret every legal formulation yourself. What matters is that personal details, shareholdings and the decisions taken together are reproduced correctly.

At a glance

Read the draft deed as early and completely as possible.
Check in particular names, addresses, company name, registered office, company purpose and share capital.
Check the distribution of shares as well as the management and representation rules.
Mark unclear wording and discuss legal questions with the notary’s office.
Submit change requests as far as possible in one batch and unambiguously.
With several parties, it should be clear whether a change request has already been agreed jointly.
What counts is the deed that is read out, approved and signed at the notary appointment.

How the draft deed is created and what it means

The notary prepares the draft on the basis of the details that you and the other parties have submitted in advance. For a GmbH or UG formation, the draft concerns in particular the articles of association or the model protocol and, where applicable, related resolutions.

The draft is a preparatory version for the later notarisation. It is intended to reproduce the details and the intended will of the parties as precisely as possible. The declarations decisive for the formation, which must be notarised, are made at the notarisation appointment.

Changes are generally still possible at the notarisation appointment. However, extensive changes or changes not yet agreed between several parties may require additional coordination or a new draft. The difficulty therefore lies less in the legal scope than in the time and coordination needed.

The notary’s office sends the draft to the intended parties or the named contact persons, often by email. If the draft is accompanied by notes on open details, documents or deadlines, you should read these first.

Checking the draft: these details you should check yourself

You do not have to interpret every legal formulation yourself. Mark unclear provisions and ask what they mean. The notary must ascertain the will of the parties, clarify the facts and instruct them on the legal significance of their declarations.

Go through the whole draft and pay particular attention to these details:

names, addresses and other personal details
the company name, that is, the intended name of the company, as well as legal form and registered office
company purpose
share capital as well as the number, nominal amounts and allocation of shares
management and representation rules
contribution obligations and due dates, insofar as they are regulated in the draft
individual agreements, consent requirements or transfer restrictions, insofar as individual articles of association are used

The shares in particular deserve a close look. If two founders have agreed a 60 to 40 shareholding, the sum of the nominal amounts allocated to each of them should also reflect this distribution correctly.

Also check whether management and representation are regulated as agreed in the founding team. The options available are explained in the article on representation by managing directors.

Fundamental points should be agreed before the appointment as far as possible. If decisions are still open, name them early rather than simply approving an unclear provision or one not yet agreed jointly.

Read the draft in full first to understand its structure. Then check it a second time against the most important details and mark every deviation or unclear wording. This separates overall understanding from detailed review.

When additional advice can be useful

The notary advises all parties independently and impartially on the legal consequences of the intended deed. However, he does not represent the one-sided interests of an individual founder. Anyone who wants their own interests or personal negotiating position, particular commercial risks or tax consequences reviewed can additionally involve their own lawyer or tax adviser. Whether this makes sense depends on the specific arrangement.

Submitting change requests to the notary's office

If you want something adjusted, submit your change requests in writing and in one batch as far as possible. Name the section concerned and describe specifically what should be regulated differently. You do not have to provide a legal replacement wording yourself. With several parties, it should also be clear whether this is a personal suggestion or a change already agreed jointly.

The notary prepares the legal wording. He does not take the entrepreneurial decision between several possible arrangements for the parties. The earlier your queries arrive, the sooner they can be taken into account before notarisation.

How to prepare in practice

These five steps help with preparation:

read the draft in full
check personal details and agreements
agree open points internally
submit questions and changes in one batch
check before the appointment that you have the most recently agreed version

What matters most: all parties and the notary’s office should be working from the same current version. Which documents and decisions are also important before the appointment is explained in the article Preparing for the notary appointment: what founders should clarify beforehand.

Back to the Founders Plus overview

Arrange a notary appointment

You can clarify legal questions about the draft and the notarisation process with the notary’s office in advance.

Frequently asked questions about the draft deed

Do the draft or change requests incur additional notary fees?

If the GmbH or UG formation is notarised, legal advice and the preparation and revision of the draft are generally covered by the statutory notarisation fees. If the notarisation procedure is terminated early, fees may nevertheless be incurred depending on the stage of the procedure.

How early should I review the draft before the notary appointment?

Review the draft as soon as possible after receiving it so that there is enough time for internal coordination and queries. There is no general fixed two-week period for company formations. Special statutory review periods apply in particular to certain consumer contracts in the real estate sector.

Maysara ★ ★ ★ ★ ★

“The service was excellent, the staff worked with great commitment.”

Clarify questions about the draft deed before the appointment

Do you have questions about a provision or would you like to coordinate change requests before the appointment? At Notary Franke, you can clarify legal questions about the draft and the notarisation process.