Notes on the Formation of a GmbH or UG (haftungsbeschränkt)

To help you prepare for the formation of your GmbH or UG (haftungsbeschränkt), we would like to provide you with the following information:

1. Formation Procedure

Once you have instructed us with the formation of a GmbH or UG (haftungsbeschränkt) – conveniently also online via our website – we will prepare the necessary documents and send them to you.

2. Model Protocol or Individual Articles of Association?

For straightforward formations, the law provides a model protocol (Musterprotokoll). It combines the articles of association, the appointment of the managing director and the list of shareholders in a single deed, which makes it somewhat less expensive. However, its content cannot be modified, and it is only permissible where:

• the company has no more than three shareholders and only one managing director,
• the statutory standard rules are to apply (no special arrangements regarding voting rights, transfer restrictions on shares, non-competition clauses, succession provisions, severance payments, etc.),
• only cash contributions are made.

In practice, however, we consider the model protocol advisable only where the company has a single shareholder or where a complete revision of the articles of association is planned shortly after formation, as the rudimentary provisions of the model protocol are usually not suitable where there are multiple shareholders.

Individual articles of association are advisable as soon as one of the above points does not apply or where you wish, for example, to:

• include provisions on succession, inheritance or the withdrawal of shareholders,
• structure voting rights or profit distribution differently,
• provide for several managing directors with differing powers of representation,
• include transfer restrictions or pre-emption rights for shares,
• make special severance arrangements,
• reflect a family or holding structure.

If in doubt, please contact us – we will be happy to advise you on which option best suits your project. The preparation of the articles of association is in any event covered by the notarisation fee, so that preparing your own articles of association does not bring any cost advantage. Of course, we are also happy to notarise articles of association and/or a shareholders' agreement prepared by your lawyer.

3. Choice of Company Name (Firma)

Particular attention should be paid to the choice of the company name (Firma). The name must be distinctive and must not be misleading. Further information and helpful suggestions can be found on the website of the Berlin Chamber of Commerce (IHK Berlin). We generally consider the (fee-based) preliminary review of the name and business purpose offered there to be worthwhile in order to avoid delays and potentially unnecessary costs in the registration process. For companies with their registered office outside Berlin, you may enquire with the locally competent Chamber of Commerce about similar services. Should you make a preliminary enquiry with the IHK, please send us the positive result for submission to the commercial register, as this may expedite the registration.

4. Domestic Business Address

When choosing the domestic business address, please note that the company must already be reachable by post at this address during the formation process (correct labelling of the letterbox!), as the registry court will typically request an advance payment of court fees by letter to this address. Non-delivery leads to unnecessary delays in the registration process. If you are unable or unwilling to display the company's name on the letterbox, it is also possible to use a c/o address (xy GmbH, c/o Hans Mustermann) or to have a natural person registered as an authorised recipient in the commercial register.

Further helpful information on company formation can be found on the website of the German Federal Chamber of Notaries (Bundesnotarkammer).

We have provided further information on the formation procedure following notarisation here.