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Model Protocol or Articles of Association: Which Option Fits Your Formation?

You have decided on a GmbH or UG. Now the question is: is the statutory model protocol sufficient, or do you need individual articles of association?
Both options allow you to set up the company, but they differ considerably in the scope for tailored provisions. The decision can stay with your company for years.
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Table of contents

At a glance

The model protocol can be sufficient for a simple GmbH or UG formation. Individual articles of association, on the other hand, offer more room for your own provisions.
  • The statutory model protocol is only possible with a maximum of three shareholders and exactly one managing director.
  • Your own provisions cannot be added to it.
  • Individual articles of association can regulate, among other things, voting rights, representation, share transfers, the departure of shareholders and compensation.
  • They come into consideration in particular if several managing directors are planned or the parties take on different roles.
  • Costs play a role in the decision. More important, however, is which provisions the specific formation needs.

What is a model protocol?

The model protocol is a statutory template for setting up a GmbH or UG. It already contains the articles of association, the appointment of the managing director and the shareholder list in a single document. The statutory model protocol can be used if no more than three shareholders are involved in the formation and exactly one managing director is appointed.
The model protocol provides a fixed statutory framework. However, your own provisions beyond the statutory minimum cannot be added. You take the template as it is.

When is a model protocol an option?

For simple standard situations, this route can be sufficient. A model protocol can be a good fit in particular if:
  • no more than three shareholders are involved
  • exactly one person takes over the management
  • the share capital is to be paid entirely in cash
  • no individual provisions are needed, for example on voting rights, share transfers, the departure of shareholders or compensation
Desk with a notebook titled articles of association or model protocol

What are individual articles of association?

Individual articles of association are tailored to your specific formation. They regulate the same legal basics as the model protocol, but can contain considerably more than the statutory minimum.
The real value often only becomes apparent later: when someone wants to leave, new shareholders join or different views on the company’s future development arise. Individually drafted articles can provide clear rules for such situations. That creates orientation and can prevent later conflicts. This can be particularly useful if several managing directors are to be appointed or special provisions on voting rights, representation, share transfers, departure or compensation are desired.

Typical contents of articles of association

In addition to the details required by law, the following can be regulated, among other things:
  • voting rights and resolutions
  • appropriation of profits and, where applicable, a differing distribution of profits
  • rules on which decisions the management may take alone internally and how the company is represented externally
  • rules on share transfers, such as consent requirements or pre-emption rights
  • rules on the departure of shareholders, the redemption of shares and compensation

Practical tip: At the beginning, the parties usually agree. Questions about leaving, transferring shares or deadlocked votes then seem far away. That is precisely why it can make sense to settle such situations before differing interests arise.

Differences between model protocol and individual articles of association

The decisive difference lies in the freedom of design. The statutory template can reduce the coordination and drafting effort in a simple standard formation. Individual articles of association, on the other hand, allow you to align the company with the roles and plans of the parties.

Typical advantages and disadvantages at a glance

AspectModel protocolIndividual articles of association
Shareholders at formationno more than threenot limited to three
Management at formationexactly one personseveral persons also possible
Own provisionsnot possiblepossible within the statutory framework
Contributionscash contributions onlyfor a GmbH, contributions in kind also possible under the statutory requirements; excluded for a UG
Later amendments to the articlesmust be notarised and filedmust likewise be notarised and filed
A company set up with a model protocol can also amend or completely restate its articles of association later. This generally requires a notarised shareholders’ resolution. The amendment must be filed with the commercial register and generally only takes effect upon registration. If special provisions are needed at the time of formation, individual articles can reduce the need for later amendments.
Man at a desk comparing articles of association and model protocol

Which option fits your formation?

Many founders ask themselves before the appointment whether they will save costs with the model protocol at first but trigger additional effort later. This concern is understandable. It is not about foreseeing every development of the company. What matters is to address openly the roles, shareholdings and plans that are already foreseeable.

Two simple examples make the difference tangible.

Anyone who sets up a UG alone, takes over the management themselves, pays the share capital in cash and needs no special provisions can manage with the model protocol.

If several people with different roles set up the company, several managing directors are to be appointed, investors are to be admitted later or special rules for votes and share transfers are to be agreed, individual articles of association are often the better choice.

How the notary supports the decision

You do not have to make this decision alone, and you do not need to know every legal detail in advance. At the notary appointment, the notary checks whether the requirements for a model protocol are met and explains the possible arrangements and their legal consequences. In doing so, he advises all parties independently and impartially. Where there are tax or commercial implications, additional tax advice can be useful.

Back to the Founders Plus overview

More from the series: the notary appointment

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What founders should clarify before the notary appointment
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Representation by managing directors: who may act for the company?
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Roles and duties of shareholders: rights and obligations
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What to consider with foreign shareholders or managing directors
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The draft deed before the notary appointment: review and approval by the client
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How long does company formation take? Process with notary appointment

Still unsure which structure makes sense for your formation?

Book an appointment and clarify your questions directly with the notary, often within a few working days.
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Frequently asked questions about articles of association and the model protocol

Yes. The model protocol contains articles of association in a form prescribed by law. It also includes the appointment of the first managing director and the shareholder list. Your own provisions cannot be added to it.

Yes, provided that no more than three shareholders are involved in the formation, exactly one person is appointed managing director and no provisions deviating from the statutory template are needed. Only cash contributions are provided for.

The scope for design is very limited. Appointing several managing directors at formation as well as individual provisions on voting rights, representation, share transfers, pre-emption rights, redemption or compensation cannot be reflected in the model protocol.

Yes. The articles of association it contains can be amended or completely restated later. This generally requires a notarised shareholders’ resolution. The amendment must be filed with the commercial register and generally only takes effect upon registration.

In addition to the mandatory statutory details, they often regulate further points such as voting rights, management and representation powers, appropriation of profits and rules on share transfers or compensation.

Notarised articles of association are required to set up a GmbH or UG. They can either be contained in the statutory model protocol or be drafted individually.

In certain simple formation situations, the model protocol can result in lower notary fees. If individual provisions are needed later, additional notarial and register costs may arise.

D. Ö. ★ ★ ★ ★ ★

“Friendly welcome, lovely premises, Mr Franke very kind, professional and fast. The whole process pleasantly uncomplicated, smooth, competent and organised.”

Decide on a clear basis

Model protocol or individual articles of association: either can be the right choice. What matters is that the solution fits your situation. Notary Franke accompanies the formation from preparation and notarisation through to filing the application and the subsequent register procedure.
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