Guide · 24 September 2026
Forming a GmbH: model protocol or bespoke articles?
The statutory model protocol can simplify a straightforward GmbH formation. Founders who need tailored ownership, voting or exit rules should compare it with bespoke articles before meeting the notary.
Auf Deutsch lesen →When is the model protocol available?
Under section 2(1a) of the German GmbH Act, the simplified procedure is available only with no more than three shareholders and one managing director. The statutory model protocol must be used and does not allow additional provisions departing from the statutory template. It combines the articles, shareholder list and director appointment.
Meeting those formal conditions does not by itself mean the template fits the founders’ relationship. Bespoke articles should be considered where special voting thresholds, reserved matters or departure rules are needed.
When do bespoke articles make more sense?
Co-founders often need to settle more than their initial share split: Who can approve major decisions? What happens if voting is deadlocked? How can shares be transferred? What needs to change when an investor joins?
Bespoke articles can address the corporate framework. A separate shareholders’ agreement may deal with further personal or commercial arrangements. The documents must work together; obligations to transfer GmbH shares may themselves require notarial form.
What should be settled before the notarial appointment?
The articles must state the company name, registered office, corporate purpose, share capital and the number and nominal amount of shares taken by each founder (section 3 GmbH Act). Roles, ownership, contributions and proposed management should be agreed in advance.
It also helps to consider future investors, additional shareholders and a founder’s departure. The notary implements the formal formation; the core commercial decisions should be made before that stage.
Questions to settle first
- How many shareholders and managing directors are planned?
- Does the company need special voting or approval rules?
- What should happen on a share transfer or departure?
- Are further founder arrangements or investors expected?
- Are ownership, funding and management agreed?