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Corporate

Musterprotokoll

articles of association prescribed by statute under German law for the simplified incorporation of a GmbH or a UG (haftungsbeschränkt). Available only for up to three shareholders, one managing director and cash contributions; no deviations are permitted. Reduces the incorporation costs but leaves no room for individual arrangements.

In practice

The Musterprotokoll reduces the notary fees and is therefore popular with solo founders. But it does not allow any individual provisions. The financial year is the calendar year, and contributions in kind are excluded. The company may bear incorporation costs only up to EUR 300 and no more than the amount of its share capital. The document says nothing about consent to the transfer of shares, redemption of shares or non-compete obligations. For a single-shareholder company or a pure holding company, that is usually enough. As soon as several shareholders with different contributions are involved, or all founders are to become managing directors, it is the wrong choice. Anyone who changes their mind after incorporation pays the notary and the Handelsregister (commercial register) again.

Term 23 of 44 · As at 9 September 2026

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How to cite: Musterprotokoll, in: Berlin Online Glossary of German Business Law, published by STRUB.LAW, as at 9 September 2026, https://strub.law/en/glossary/musterprotokoll/, CC BY 4.0

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The entries are carefully researched and reflect the position as at the date stated in each entry. They provide an initial overview and are no substitute for legal advice on your specific case. I cannot guarantee that they are accurate, complete or up to date. I am happy to discuss with you which rule applies to your situation. Have you spotted a mistake or do you have a comment? I would be glad to hear from you at info@strub.law.