Model Protocol
Model Protocol: A Simple and Fast Route to a GmbH or UG
The model protocol promises a simple, fast and inexpensive formation. What is often overlooked: it leaves hardly any room for individual provisions, and that is exactly what can become a problem for growing companies or several shareholders.
We explain when the model protocol makes sense and when you are better off with a tailor-made set of articles of association.
What is a model protocol?
Anyone wishing to set up a GmbH or UG (haftungsbeschränkt) must have the articles of association notarised. In many cases, this is easier than you might think, because the legislator provides a standardised form for this purpose: the model protocol.
The model protocol is a document prescribed by law under Section 2 (1a) GmbHG, which combines the articles of association, the list of shareholders and the appointment of the managing director in a single form. It was deliberately kept lean so that formations can be completed faster and at lower cost. The wording of the form is set by law and must not be altered.
Important: Even with the model protocol, notarisation is required, as is entry in the commercial register before the company comes into legal existence. The simplified form therefore does not replace the notary, it merely reduces the effort involved in the notarisation.
What does the model protocol contain?
The model protocol follows a fixed structure and contains exactly the details required for a legally valid formation, no more and no less.
| Item | Content |
|---|---|
| 1. Company name & registered office | Name and location of the company; reference to Section 2 (1a) GmbHG |
| 2. Company purpose | Brief description of the business activities |
| 3. Share capital | Amount of capital, allocation among the shareholders, payment terms |
| 4. Management | Name, date of birth and place of residence of the managing director; exemption from Section 181 BGB |
| 5. Formation costs | The company bears formation costs of up to EUR 300 or up to the amount of the share capital |
| 6. Copies | The certified copy remains with the shareholder; copies go to the register court and the tax office |
| 7. Further notes | Any additional notes by the notary |
The model protocol governs the formal basics. Anything beyond these minimum details remains unregulated. In practice, this can mean that shareholders have to make expensive corrections later on.
Requirements
The model protocol is only permitted under certain legal conditions, and these conditions are narrow.
There may be a maximum of three shareholders, and exactly one managing director must be appointed. The share capital must be paid in full as a cash contribution; contributions in kind are not possible. The financial year must correspond to the calendar year. And the content of the form must not be changed.
As soon as one of these points does not fit, for example because you need a different financial year or want to appoint two managing directors, the model protocol is automatically ruled out. In practice, founders may find in the middle of the process that an individual set of articles is the only option.
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Model protocol for a GmbH vs. model protocol for a UG: what is the difference?
The UG (haftungsbeschränkt) can be formed with share capital of as little as one euro. However, it is subject to a statutory obligation to build up reserves: a quarter of the annual net profit must be set aside until the share capital has grown to EUR 25,000. Only then can the company be converted into a full GmbH. Many founders underestimate this obligation, and it noticeably limits profit distributions in the first few years.
| UG (haftungsbeschränkt) | GmbH | |
|---|---|---|
| Minimum share capital | From EUR 1 | EUR 25,000 |
| Minimum payment at formation | Full amount | EUR 12,500 (50%) |
| Legal form suffix | “UG (haftungsbeschränkt)” | “GmbH” |
| Reserve obligation | Yes, 25% of the annual net profit | No |
| Typical use | Starting with little capital | More established structure |
The limits of the model protocol, and why they are often underestimated in practice
The model protocol cannot be adapted in terms of content. What is not in it is not regulated, and in such cases the statutory rules apply automatically. That sounds harmless at first, but in practice it can lead to considerable problems.
One frequently underestimated point is profit distribution: without an individual provision, profit is automatically distributed in proportion to the shares. So whoever holds 60% of the shares receives 60% of the profit, regardless of who contributed how much work. Especially in founding teams where one person is more operationally involved than the other, this regularly leads to conflicts.
The same applies to questions that often seem far away at the time of formation and then suddenly become very concrete: what happens if a shareholder wants to leave? Who gets their shares, and at what price? What applies in the event of death? The model protocol provides no answers to these questions.
| Topic | Model protocol | Individual articles of association |
|---|---|---|
| Profit distribution | Statutory rule (by shares) | Freely configurable |
| Shareholders’ meeting | No individual notice periods or quorums | Individually configurable |
| Share transfer & pre-emption rights | Not regulated | Individually configurable |
| Departure / death of a shareholder | Not regulated | Individually configurable |
| Non-compete clauses | Not possible | Individually configurable |
| Several managing directors | Not possible | Possible |
| Different financial year | Not possible | Possible |
And finally the cost argument, which is often cited as the main reason for the model protocol: anyone who later wants to switch to individual articles of association, when the company grows or the shareholder structure changes, pays notary fees and court costs again. These costs can exceed the original savings.
→ Read our article on this: Articles of Association or Model Protocol: Which Option Fits Your Formation?
When does the model protocol still make sense?
Although the model protocol is often not considered advisable because of its restrictions, there are situations in which it is a reasonable choice. The most important case: you are founding alone, you take on the management yourself, you have no growth plans that require a flexible shareholder structure, and you want to start as cheaply and simply as possible.
In this case, in other words a simple single-member UG or GmbH without complex requirements, the model protocol can serve its purpose. However, as soon as a second shareholder comes into play, different contributions or roles need to be regulated, or later growth is conceivable, individual articles of association are often the more suitable choice.
Cost comparison: model protocol vs. individual articles of association
The notary’s fees depend on the amount of the share capital. As a guide, here is a concrete example for a UG formation:
| Share capital | With model protocol | Without model protocol (approx.) |
|---|---|---|
| Up to EUR 25,000 (single-member company) | from approx. EUR 185 gross | from approx. EUR 815 gross |
| Up to EUR 25,000 (multi-member company) | from approx. EUR 185 gross | from approx. EUR 825 gross |
| Over EUR 25,000 | Scaled under the GNotKG | Higher |
With the model protocol, the separate notarisation costs for the appointment of the managing director (approx. EUR 250) also do not apply, as this is integrated directly into the form. In both cases, court fees of approx. EUR 200 to 300 net for the commercial register entry are added.
So the savings are real, but they may be finite. Anyone who has to make corrections later may pay more than they saved. We are happy to advise you and tell you transparently in advance what the formation will cost in your specific case.
Note: The costs stated are guide values. The actual fees depend on the share capital, the number of shareholders and other factors.
Process: formation with the model protocol step by step
| Step | What happens | Where |
|---|---|---|
| 1 | Approval of the draft by all shareholders and the managing director | With you |
| 2 | Notarisation of the model protocol | Notary Franke Berlin or online |
| 3 | Payment of the share capital into the business account | Your bank |
| 4 | Filing and entry in the commercial register | Notary / register court |
| 5 | Trade registration with the trade office | Trade office Berlin |
| 6 | Tax registration with the tax office | Tax office |
| 7 | Compulsory membership of the IHK (or Chamber of Crafts) | IHK Berlin |
| 8 | Registration with the competent employers’ liability insurance association | Employers’ liability insurance association |
Time frame: From the notary appointment to the commercial register extract, you should realistically allow 2 to 3 weeks. The company only comes into legal existence upon entry in the commercial register.
Our recommendation: weigh it up carefully
As notaries, we regularly support company formations and always recommend regulating the essential points sufficiently at the outset. It is advisable to assess your individual situation before deciding together with your notary which structure makes sense in your specific case.
Model protocol or individual articles of association: we advise you on the best option for you. Because a formation is not a routine matter. It is the basis for everything that follows.
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Not sure whether the model protocol is right for you? Get advice.
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For your formation
Model protocol or individual articles of association: we are happy to advise you. As a notary in Berlin, we guide you through the entire formation process. Book your appointment now.
Frequently asked questions about the model protocol
The form itself is free and publicly available. However, notary fees for the notarisation and court fees for the entry in the commercial register also apply with the model protocol. These are usually lower than for individually drafted articles of association, but the savings may be limited if chargeable amendments become necessary later.
Yes. The model protocol simplifies the process but does not replace notarisation. Notarisation is required by law and is a prerequisite for the company’s entry in the commercial register.
Without an individual provision, profit is automatically distributed in proportion to the shares, regardless of the work actually contributed. For founding teams with different roles, this can be an unsatisfactory starting point that may lead to conflicts.
This is not readily possible with the model protocol. A change in the shareholder structure requires an amendment of the articles with renewed notarisation and entry in the commercial register.
Yes, but this again costs notary and court fees. These costs may exceed the original savings from the model protocol.
Yes, there is a special online model protocol for the digital notarisation procedure. Get in touch if you would like to know whether this is an option for your formation.
For most formation projects with more than one person, and possibly also for founders who plan for the long term. As soon as different roles, contributions or voting rights are to be regulated, contributions in kind are made, a different financial year is needed or several managing directors are to be appointed, individual articles of association may be the better choice.