Amending the Articles of a GmbH or UG After Formation
Changing the company name, relocating the registered office, converting a UG into a GmbH: after formation, the articles of association can be amended at any time. We show the process, the costs and which mistakes you should avoid.
Table of contents
At a glance
After formation, you can amend the articles of association of your GmbH or UG at any time. What you need for this:
- A shareholder resolution with a qualified majority (usually three quarters of the votes)
- Notarisation of the resolution
- Entry in the commercial register
Important: the amendment only takes effect upon registration; no legal consequences may be drawn from it beforehand. A retroactive amendment of the articles is not possible.
Typical reasons for amending the articles
Amending the articles is not an exception: over the life of a company, there are many reasons to adapt the articles of association:
| Reason | Example | Special feature |
|---|---|---|
| Changing the company name | new company name, rebranding | IHK statement required |
| Relocating the registered office | move to another municipality | amendment of the articles only needed when changing municipality; for a change of address within the same city, a simple register application is enough |
| Adjusting the company purpose | expanding or narrowing the business purpose | also inform the trade office; for activities requiring a licence, a new permit may be needed |
| Changing the share capital | capital increase or reduction | for an increase from company funds: auditor’s certificate required |
| Converting a UG into a GmbH | increase to at least 25,000 euros share capital | three routes: cash, contribution in kind or company funds |
| Adjusting voting rights or profit distribution | new agreements between shareholders | – |
| Introducing or changing transfer restrictions | consent requirements for share sales | – |
| Switching from the model protocol to individual articles | more flexibility for UGs | complete restatement required |
How an amendment of the articles works
Step 1: Clarify what needs to change
Before you go to the notary, you should know:
- What exactly is to be changed?
- Do the current articles contain special majority requirements?
- Do all shareholders agree, or is a vote needed?
Step 2: Pass a shareholder resolution
The shareholders’ meeting resolves on the amendment of the articles. As a rule, a majority of at least three quarters of the votes cast is required (Section 53 (2) GmbHG), unless the articles provide for a higher majority. A lower majority is not permitted by law.
Exception, unanimity required: If the amendment increases the shareholders’ obligations (e.g. obligations to make additional contributions), all affected shareholders must consent (Section 53 (4) GmbHG).
Tip: Check in advance whether your articles set higher hurdles for certain amendments (e.g. unanimity for changes to the company purpose).
Step 3: Notarisation
The resolution must be notarised. In practice, the complete new text of the articles is usually drawn up at the same time (a so-called restatement) and the commercial register application is prepared.
Good to know:
- Shareholders can be represented by authorised representatives; the power of attorney only needs to be in writing (no notarial certification required).
- For changes to the company name, the notary obtains a statement from the IHK.
- Under Section 16a BeurkG, online notarisation via video conference is also possible, which is practical if shareholders cannot attend in person.
Step 4: Entry in the commercial register
The notary files the amendment electronically with the commercial register. The amendment takes effect upon registration, not before. The full wording of the new articles is submitted to the register.
When changing the company purpose: Do not forget to notify the trade office. For activities requiring a licence (e.g. skilled trades, healthcare), a new permit may be required.
Special case: UG with a model protocol
If your UG was formed using the model protocol, there is a special feature: any deviation from the model protocol requires completely new articles of association. You cannot change individual points and leave the rest as it is.
This means: as soon as you want to adjust something, whether the company name, registered office or rules on the managing director, you need completely new articles of association, which are notarised and filed with the register.
Background: the Berlin Court of Appeal (Kammergericht) has ruled that all provisions of the model protocol form part of the articles of association. A selective amendment is therefore not possible.
Special case: converting a UG into a GmbH
A UG is converted into a GmbH by increasing the share capital to at least 25,000 euros and amending the articles accordingly (new company name without “UG (haftungsbeschränkt)”, new share capital).
Three routes to the capital increase:
| Route | Description | Special feature |
|---|---|---|
| Cash contribution | shareholders pay in the difference | no full payment requirement, at least 12,500 euros is initially sufficient |
| Contribution in kind | contributing assets (machinery, vehicles etc.) | full payment requirement, proof of value required |
| From company funds | the statutory reserve is converted into share capital | balance sheet audit by an auditor (WP or vBP) required, a tax adviser is not sufficient; balance sheet no more than 8 months old |
The process:
- Shareholder resolution on the capital increase and amendment of the articles (three-quarters majority)
- Notarisation
- For a cash contribution: payment of the increased share capital
- Proof to the notary (bank confirmation or auditor’s certificate)
- Entry in the commercial register
Good to know: legally, this is not a “conversion” within the meaning of the Transformation Act (Umwandlungsgesetz), but an amendment of the articles with a capital increase. The company remains the same legal entity: tax number, contracts and loss carryforwards are retained.
Special case: formation costs clause in the articles
The clause on formation costs (which formation costs the company bears) is classic content of the articles. This provision cannot be changed at will shortly after formation.
Background: case law requires a longer period after formation before this clause can be changed. Some courts now assume around ten years as the minimum period.
In practice: simply leave the formation costs clause in place; it does not get in the way in everyday business, and changing it is rarely worth the effort.
Costs
Notary fees are calculated according to the business value. For amendments without a specific monetary value (e.g. relocation of the registered office, change of company name), the minimum business value is 30,000 euros.
| Item | Guide value |
|---|---|
| Notary fees (simple amendment, e.g. relocation of the registered office) | approx. 300–500 euros |
| Notary fees (capital increase or conversion) | depends on the business value, often 500–1,500 euros |
| Commercial register fees | approx. 70–150 euros |
| Trade office (update when the company purpose changes) | approx. 20–30 euros |
| Auditor’s certificate (only for a capital increase from company funds) | varies greatly depending on complexity |
Concrete examples from practice:
- UG with 1,000 euros share capital, change of company purpose: approx. 180 euros notary + 130 euros register application + 70 euros commercial register = approx. 380 euros
- Relocation of the registered office to another municipality: approx. 390 euros plus VAT (notary in total)
For UGs with low share capital, costs are often at the lower end. For capital measures or more complex amendments, they rise accordingly.
Timeframe
From the resolution to registration, you should allow around 4–8 weeks. This depends on:
- how quickly you get a notary appointment
- whether all documents are complete
- how busy the register court is
Typical mistakes
- Resolution without a notary: an amendment of the articles without notarisation is invalid.
- Wrong majority: anyone who does not check the articles may overlook special majority requirements.
- Acting too early: the amendment only applies from registration; anyone who already uses the new company name or applies new rules beforehand is on thin ice legally.
- Model protocol underestimated: for UGs with a model protocol, a partial amendment is not enough; completely new articles are needed.
- Wanting to change the formation costs clause: this clause is effectively “frozen” for years, and the effort is rarely worthwhile.
- Forgetting the trade office: when the company purpose changes, notifying the trade office is mandatory and often overlooked.
- Confusing registered office and address: for a move within the same city, a simple change of address is enough (approx. 70–100 euros); a costly amendment of the articles is only needed when changing municipality.
More from the series: special topics
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Frequently asked questions about amending the articles
Yes, in principle. However, you always need a shareholder resolution, notarisation and entry in the commercial register. A retroactive amendment is not possible.
As a rule, three quarters of the votes cast. The articles may set higher requirements, so always check beforehand. If shareholders’ obligations are increased, the consent of all affected shareholders is required.
Only upon entry in the commercial register. Before that, the amendment is not effective.
For a UG with low share capital, often 300–500 euros in total (notary and register). For GmbHs or capital measures, correspondingly more.
Only if your UG was not formed with the model protocol. For UGs with a model protocol, you need completely new articles for every amendment.
Expect 4–8 weeks, sometimes a little longer in Berlin.
Yes, since 2022 online notarisation via video conference has been possible (Section 16a BeurkG). You need a qualified electronic signature for this (e.g. via your identity card) and use the system of the Federal Chamber of Notaries.
Yes, the notary must obtain a statement from the IHK on the new company name. This is required by law and can take a few days.
- Relocation of the registered office: move to another municipality, amendment of the articles required (more expensive)
- Change of address: move within the same city, only a register application needed (cheaper, approx. 70–100 euros)
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Your notary in Berlin-Charlottenburg for amendments of the articles and UG to GmbH conversions
Amending the articles is everyday corporate law: no cause for concern, but not something to rush either. Anyone who knows the majority requirements, involves the notary in good time and waits for registration before acting is on the safe side.
Are you planning to amend your articles or convert your UG into a GmbH? Feel free to get in touch for individual advice.
