Model protocol (Musterprotokoll)
Also: Musterprotokoll, sample protocol, standard articles
In short
The model protocol is a statutory form for the simplified formation of a GmbH or UG with no more than three shareholders and one managing director. It combines the articles of association, appointment of the managing director and list of shareholders and reduces notary costs.
Model protocol (Musterprotokoll) explained
The model protocol is also notarised, in person or by video. Provisions deviating from the statute are not permitted (Sec. 2 (1a) sentence 3 GmbHG), so there are no rules on exit, compensation, pre-emption rights or voting rights. It is usually sufficient for a solo formation with a simple structure. If you are forming as two or three, individual articles of association are often the better route, because they regulate what applies in a dispute. With the model protocol, the company only bears formation costs up to €300, at most up to the amount of its share capital; the shareholders bear the rest. At Recht 24/7, both variants cost the same.
