Preparing for the Notary Appointment for a GmbH or UG: What Founders Should Clarify Beforehand

For many founders, the first notary appointment feels like a major hurdle. You have an idea, perhaps already a name, and suddenly it is all about share capital, representation rules and shareholdings. The worry of forgetting something important is understandable. With a few key points settled in advance, it becomes a calm, well-structured step.

At a glance

A notary appointment to set up a GmbH or UG can be prepared well if the most important decisions have already been made.

Clarify the legal form, company name, registered office, business address and company purpose in advance.
Decide who will be a shareholder and who a managing director, and how the shares will be distributed.
Decide whether the model protocol is sufficient or whether individual articles of association are needed.
Agree the share capital, contributions and representation rules with each other.
Inform the notary’s office early about foreign participants, powers of attorney or required translations.
Bring a valid identity document suitable for notarial identification to the appointment.

In a cash formation, the share capital is generally paid into the business account only after notarisation.

Checklist: what you should clarify before the notary appointment

You do not need to know every legal detail before the first meeting. It helps, however, if the fundamental decisions have already been discussed. The following checklist shows which details the notary’s office needs for preparation.

GmbH or UG (haftungsbeschränkt) and, where the requirements fit, the choice between model protocol and individual articles of association
the desired company name, i.e. the name of the company
the registered office, i.e. the place in Germany specified in the articles of association
the domestic business address, i.e. the specific address at which the company can be reached
the company purpose
the shareholders
the number and nominal amounts of the shares taken over
the amount of share capital and the type of contributions
the managing directors
the representation rules
valid identity documents suitable for notarial identification for everyone attending the appointment or requiring identification
powers of attorney and proof of authority, where applicable
special circumstances, such as foreign participants, participating companies or participants who do not understand German sufficiently

The registered office and the business address are often confused, but they are two different details. The registered office is the place in Germany specified in the articles of association. The business address is the exact address entered in the commercial register. Both should be settled in advance.

Which decisions need to be made before the notary appointment

Before the appointment, the fundamental questions about the design of your company should be settled: the choice between GmbH and UG (haftungsbeschränkt), the structure of the company and the question of who runs the business. This also includes who holds what share and whether shareholders will only provide capital or also work in the business.

Especially with several founders, preparation sometimes reveals that seemingly clear agreements were understood differently. Who may represent the company alone? How are the shares distributed? Is someone only contributing capital or also working in the business? Such questions are easier to settle calmly before the draft is finalised.

Model protocol or individual articles of association

For straightforward formations, there is the statutory model protocol. It can only be used with a maximum of three shareholders and one managing director and does not allow individual deviations. Individual articles of association come into consideration above all if you want your own provisions on representation, voting, share transfers or the departure of shareholders. Which solution suits your formation is explained in the article Model protocol or individual articles of association.

Which details and documents the notary's office needs

So that the notary’s office can prepare the appointment properly, the relevant details should be as complete as possible. If information is missing or questions remain open, additional coordination may be needed. In individual cases, the draft has to be amended or the appointment postponed. Those who gather the details early make preparation considerably easier for themselves.

What participants need for the notary appointment

For preparation, the notary’s office needs the details from the checklist. Persons attending the appointment or requiring identification also need a valid identity document suitable for notarial identification. Guidance on choosing a suitable company name can be found in the corresponding article.

There is a common misconception about share capital: it is not brought to the notary appointment. In a cash formation, it is generally paid into the company’s business account after notarisation. Only once the statutory payment requirements are met can the application to the commercial register be filed. With a UG, the agreed share capital must be paid in full; contributions in kind are excluded. With a GmbH, cash or non-cash contributions can be provided for. How much must be paid before the application depends on the specific arrangement.

How the notary supports the preparation

Most people come to the first appointment with a list of questions, some with a finished plan, others wanting first to understand what is possible. The notary advises independently and impartially on the legal options. He explains the legal consequences and implements the decisions made in legal terms, but does not take entrepreneurial decisions for the parties. Which arrangement fits best commercially or for tax purposes is decided by the founders, where appropriate together with their tax or business advisers.

In practice, this means that the notary’s office reviews the information provided in advance, prepares the necessary drafts and raises open questions early. Uncertainties can thus be cleared up before the actual appointment, and the notarisation itself proceeds in a focused, understandable manner and without unnecessary time pressure.

Common stumbling blocks before the notary appointment

Incomplete preparation is a frequent reason why additional coordination becomes necessary before the appointment. These points come up again and again in practice:

an expired or missing identity document
a company name the founders have not yet agreed on
differing ideas about who holds what share
unresolved questions about representation or required powers of attorney

Incomplete details can cause additional coordination or a postponement of the appointment. Legal advice and the preparation and usual revision of the formation documents are generally already included in the statutory notary fees for the formation. Additional costs may arise, however, for separate powers of attorney, translations, certifications or other independent procedures.

How long does preparation for the notary appointment take?

How long preparation takes depends on the complexity of your formation. Simple standard formations often require less coordination. Individual arrangements or special circumstances, for example with several shareholders or international participants, usually need more preparation.

If the opening of the business account, a lease or the planned start of business depends on the formation, missing details can also delay other steps. A realistic time buffer takes unnecessary pressure out of the process.

Back to the Founders Plus overview

Arrange a notary appointment

We are happy to support you in preparing and carrying out your formation with legal certainty. Arrange a notary appointment early to clarify open questions and plan the process in a structured way.

Frequently asked questions about the notary appointment

What should I wear to the notary appointment?

There is no particular dress code for the notary appointment. What matters is not your clothing, but that you bring a suitable identity document and understand the content of the declarations.

Does a managing director have to attend the notary appointment in person?

A managing director does not have to attend the notarisation of the articles of association merely because they are being appointed managing director. As a rule, the shareholders or validly authorised persons attend the notarisation. However, the managing director must sign the commercial register application and give the personal assurances required by law. The certification can take place on site or, subject to the statutory requirements, in the notarial online procedure.

Who has to attend the notarisation?

As a rule, the shareholders attend the notarisation, or persons who validly represent them. If a shareholder is represented at the formation, a notarised or notarially certified power of attorney for the formation is required. Whether representation makes sense in your case can be discussed with the notary’s office in advance.

Can drafts still be changed before the notary appointment?

As a rule, you receive the draft for review before the notarisation appointment. Change requests and open questions should be coordinated with the notary’s office as early as possible. Necessary adjustments can generally still be made before notarisation.

What should I do if individual points are still unclear?

It is best to raise uncertainties early. The notary’s office clarifies the legal framework and helps you structure open questions before the appointment. Nobody expects you to arrive with all the answers.

Can a GmbH or UG be set up online?

Subject to the statutory requirements, a GmbH or UG (haftungsbeschränkt) can also be set up via the notarial online procedure. The certification of the commercial register application can also take place online. This requires suitable identity documents, an activated online ID function, the required PIN and suitable technical devices. Whether all participants meet the requirements should be clarified with the notary’s office early on. Find out more from the online notary.

Kevin ★ ★ ★ ★ ★

“Very competent and reliable support. The process was fast and professional, and queries were always answered clearly and expertly.”

Well prepared for the notarisation

A good notary appointment does not begin with complete legal knowledge, but with clear ideas and the willingness to raise open questions.

Would you like to prepare your GmbH or UG formation and clarify open legal questions before notarisation? Arrange an appointment with the notary’s office.