A Musterprotokoll formation is inexpensive, simple and fast, but it is not suitable for every company structure.
There are certain limitations to the formation of a Musterprotokoll. A maximum of three persons may act as partners and a maximum of one managing director may be appointed. In addition, the wording of the Musterprotokoll is laid down by law and cannot be changed. For example, in the absence of a corresponding express provision, the shareholders are permitted to sell their shares to third parties at any time without the consent of the other parties involved.
If a company has only one shareholder and one managing director and the admission of further shareholders is not planned in the future, the formation with a Musterprotokoll may suffice. However, individual regulations can also be useful for one-person companies, eg the establishment of inheritance regulations.
If, however, a formation with more than three partners is planned, more than one person takes over the management, or tailor-made regulations are desired, then a statute must be established. Regulations such as succession, sales rights, information rights, non-compete obligations etc can be added or adapted. At the same time, it is possible to influence the rights and duties of the managing directors. The individual articles of association can also define a fiscal year for the entrepreneurial company that differs from the calendar year, so that the obligation to prepare the annual financial accounts (Jahresabschluss) can be postponed.