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Having the articles of association notarised

Notary · Musterprotokoll (model protocol) or individual articles of association

Notarial recording requiredAll shareholders

The articles of association – also called the Satzung for a GmbH – are your company's basic constitution. § 2 GmbHG requires notarial form for this and signature by all the shareholders. This page deals with the contract itself; for the formation process with capital, bank account and the Handelsregister, see Forming a GmbH.

The first decision is the one with the biggest consequences: Musterprotokoll or individual articles of association. The Musterprotokoll is a statutory standard form, noticeably cheaper and intended for simple cases – no more than three shareholders, one managing director, and no provisions departing from the law.

The price advantage has its price: the Musterprotokoll allows no departures. Everything that really makes a company with several participants stable – transfer restrictions (Vinkulierung) on shares, succession arrangements, redemption clauses, qualified majorities, non-compete obligations – is not provided for in it.

And making improvements later is expensive: under § 53 GmbHG, every amendment to the articles requires a notarised shareholders' resolution. Anyone who saves money at the start and switches two years later pays twice – and then needs the consent of fellow shareholders they themselves chose at the start.

Last updated27 August 2026
Legal basis§ 2 GmbHG · § 3 · § 15 · § 53 · § 34 GNotKG
VerificationChecked against gesetze-im-internet.de and notar.de
Written and reviewed byAndrés Sánchez Botta
Independent information site: we are not the notary's office, not an authority and not a paid advice service — we do not submit applications on your behalf. All information comes from official sources and is explained here in plain terms; the competent body is always authoritative. Not legal or tax advice. The drafting of the articles should be tailored to the individual case. All information provided without guarantee. We are neither lawyers nor tax consultants: we document administrative procedures and check the information against the official source — this is information, not legal or tax advice.
FormNotarial§ 2 GmbHG, all shareholders
MusterprotokollCheaperBut without departures
LimitMax. 3 shareholdersOne managing director
Later amendmentRequires notarial recording§ 53 GmbHG
Required documents

What you need

Information on all shareholders

Everyone must sign the contract (§ 2 GmbHG). Where a legal entity is a shareholder, register extracts and proof of authority to represent it are also needed – allow time for this, especially with foreign companies.

Company name and object of the company

The object of the company is often drafted too narrowly and then has to be changed, at a cost, every time the field of business changes. Word it widely enough, but specifically enough for the Registergericht (court of registration).

Share capital and distribution of shares

The figure in the contract with the biggest consequences. A 50-50 split looks fair and leads to deadlock in a dispute, because neither side can pass resolutions. Think about majorities or a dispute-resolution clause before any dispute arises.

Ideas on transfers of shares

Should a shareholder be allowed to sell their share freely? A transfer restriction (Vinkulierung) makes the transfer dependent on the company's consent – and prevents a stranger from becoming a fellow shareholder. This is not provided for in the Musterprotokoll.

Thoughts on leaving and succession

The death, withdrawal, insolvency or divorce of a shareholder. Without redemption and compensation clauses, shares pass on death to people you never intended to work with.

Provisions on competition and confidentiality

Whether a shareholder may be active in the same market at the same time is one of the most common points of dispute. An express provision is easier to have than to fight for later.

Step by step

How to proceed

  1. 1

    Honestly assess how simple the case is

    The Musterprotokoll fits no more than three shareholders, one managing director, and no departures from the law. Sole formations almost always fall under this. Once several people with different roles and expectations are involved, individual articles of association are the better decision – even though they cost more at first.

  2. 2

    Get the object of the company right

    Drafted too narrowly, it has to be changed every time the business expands – with a notarised resolution and a filing with the register. Drafted too widely, the Registergericht objects to it. The notary knows the wording that avoids both.

  3. 3

    Think through the majority arrangements

    Who can pass which resolution? An exact half-and-half split leads to complete paralysis in a falling-out. Consider alternatives: unequal shares, a casting vote, a mediation clause, or qualified majorities for fundamental decisions.

  4. 4

    Regulate the transfer of shares

    With a transfer restriction (Vinkulierung) under § 15 GmbHG, you make the assignment of shares dependent on consent. Without it, a shareholder can sell their share to whomever they like. Note: the assignment itself requires notarial form in any case.

  5. 5

    Regulate leaving and death

    Redemption clauses, compensation provisions and succession rules. If they are missing, shares pass on death to the statutory heirs – possibly to several people who have nothing to do with the business and yet have a say.

  6. 6

    Have it notarised and budget for amendments

    The notary records the contract with all the shareholders. Keep in mind that every later amendment to the articles requires, under § 53 GmbHG, a notarised resolution once again – and the consent of the fellow shareholders you have then, not the ones you chose at the start.

Fee information

Costs and payment

Musterprotokoll or articles of associationThe saving at the start can become expensive later
FormNotarial, § 2 GmbHG
SignatureAll shareholders
Musterprotokoll: shareholdersNo more than three
Musterprotokoll: managing directorExactly one
Departing provisionsNot possible
Later amendmentNotarised, § 53 GmbHG

The articles of association require, under § 2 GmbHG, notarial form and signature by all the shareholders. Where cost is concerned, there are two routes. The Musterprotokoll is a statutory standard form and noticeably cheaper – the Bundesnotarkammer gives around €105 for a UG formed with a Musterprotokoll, against around €630 for a multi-shareholder GmbH. But it is permitted only with no more than three shareholders, one managing director and no departures from the law. That is exactly where the trap lies: everything that makes a company with several participants stable is not provided for – transfer restrictions (Vinkulierung) on shares, redemption and compensation clauses, succession arrangements, qualified majorities, non-compete obligations. And making improvements later is doubly unpleasant: under § 53 GmbHG, every amendment to the articles requires a notarised shareholders' resolution, complete with a filing with the register, and it needs the consent of the fellow shareholders – which, in a dispute, is exactly what you will not get. Anyone forming a company with several people should therefore see individual articles of association not as an extra cost, but as the cheaper of the two routes.

Good to know

Important notes

The Musterprotokoll allows no departures. No more than three shareholders, one managing director, no provisions of your own. Ideal for sole formations, usually too narrow for multi-shareholder companies.

Every amendment to the articles requires notarial recording. § 53 GmbHG requires a notarised shareholders' resolution. What is saved at the start costs more later.

Without a transfer restriction, anyone can sell their share. To whomever they like. A consent clause under § 15 GmbHG prevents a stranger from becoming a fellow shareholder.

50-50 leads to deadlock in a dispute. Neither side can pass resolutions. Think about unequal shares, a casting vote, or a mediation clause.

Without a succession arrangement, the statutory heirs inherit too. Shares pass to people who may have nothing to do with the business – and yet have a say.

The object of the company is often drafted too narrowly. Every expansion then requires an amendment to the articles, at a cost.

The assignment of shares must also be notarially recorded. This applies regardless of whether the articles provide for a transfer restriction.

All shareholders must sign. § 2 GmbHG allows no exception; where a legal entity is involved, proof of authority to represent it is also needed.

Avoid these mistakes

Common mistakes

Using the Musterprotokoll for a multi-shareholder company. The saving amounts to a few hundred euros; switching later costs a multiple of that – and it requires the consent of the fellow shareholders.

Making no provision for a dispute. With 50-50 and no casting vote, the company grinds to a halt as soon as two shareholders disagree.

Leaving out succession and death. Without a redemption and compensation clause, the heirs step into the shareholder's position.

Wording the object of the company too narrowly. Every new business activity then forces a notarised amendment to the articles.

Leaving share transfers unregulated. Without a transfer restriction, a shareholder can sell to a competitor.

Leaving out questions of competition. Whether a shareholder may be active in the same market at the same time is hard to clarify later and easy to regulate beforehand.

Frequently asked questions

Questions and answers

When is the Musterprotokoll enough?

For genuinely simple arrangements: no more than three shareholders, one managing director and no provisions departing from the law. For sole formations, it is usually the right choice. As soon as several people with different roles are involved, or you need provisions for share transfers, succession or leaving the company, it is too narrow – individual articles of association are then the cheaper route, despite the higher initial cost.

What do the articles of association cost?

The cost depends on the form and the share capital. The Bundesnotarkammer gives as examples a UG formed with a Musterprotokoll for around €105 and a multi-shareholder GmbH with €25,000 of share capital for around €630. The difference looks large, but it becomes relative against the cost of a later amendment to the articles – which, under § 53 GmbHG, in turn has to be notarised and filed with the register.

What is a transfer restriction (Vinkulierung)?

A clause that ties the assignment of shares to the consent of the company or the shareholders – possible under § 15 GmbHG. Without it, any shareholder can sell their share to whomever they like, even to a competitor. For companies built on personal cooperation, it is therefore one of the most important clauses of all. It is not provided for in the Musterprotokoll – anyone who needs it needs individual articles of association.

What happens to the shares if a shareholder dies?

Without a provision, they pass to the statutory heirs – possibly to several people who have nothing to do with the business and yet have a say. This is one of the most common causes of paralysis in mid-sized companies. It can be prevented by redemption clauses, which redeem the share against compensation, or by succession clauses, which limit the circle of permitted successors. Both belong in the articles, not in a will.

Can I change the articles later?

Yes, but with some effort. § 53 GmbHG requires a notarised shareholders' resolution for every amendment to the articles, which is then filed with the Handelsregister. On top of that comes the decisive practical point: you need the required majority of the fellow shareholders. At the start, you choose your partners yourselves and everyone wants the same thing; by the time an amendment is needed, that is often no longer the case. That is why it is cheaper to get the structure right from the start.

Is a 50-50 shareholding a good idea?

It looks fair and is legally risky. With exactly equal shares, neither side can pass a resolution once the two disagree – the company becomes unable to act, and this hits it exactly when it needs decisions most urgently. Common ways out: slightly unequal shares, a casting vote for certain questions, a neutral third party with a mediating role, or an express mediation clause. What matters is only that you talk about this beforehand.

Does the transfer of shares have to go to the notary?

Yes. The assignment of GmbH shares requires notarial form under § 15 GmbHG – regardless of whether the articles contain a transfer restriction. This also applies to transfers within the family or between existing shareholders. A share purchase agreement drawn up privately in writing is ineffective, and the mistake often only comes to light years later, when someone has to prove their status as a shareholder.

Do I also need a shareholders' agreement?

Sometimes, and it is worth knowing the difference. The articles can be inspected publicly at the Handelsregister; a shareholders' agreement alongside them remains confidential and can regulate things not everyone should read – remuneration, exit scenarios, or arrangements about management, for example. However, it takes effect only between the participants and not against third parties. Anything meant to apply against every future acquirer therefore belongs in the articles.

Related official procedures

Forming a GmbH
Capital, bank account, register
Approx. €630
Certification
For register filings
From €20
Contract of inheritance
Securing business succession
2.0 fee

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