Musterprotokoll vs articles of association to set up your LLC: A concise comparison

Introduction

When incorporating a UG or forming a GmbH in Germany, one of the most important steps is drafting the articles of association. Founders can choose between two options:

• Musterprotokoll / standard articles – a standardised template for simple incorporations, suitable when the company structure is straightforward.
• Customised articles – bespoke articles of association tailored to the company’s specific needs, offering far more flexibility.

Musterprotokoll vs. customised articles: How do the two compare?

Both the Musterprotokoll and the customised articles of association can be used to incorporate a UG or GmbH in Germany. In this table, you’ll find a quick overview of all the important differences:

How does your choice impact the formation process?

The Musterprotokoll and the customised articles of association serve the same purpose, but they are not identical. Both cover the company agreement itself, meaning the statutes that govern how the company operates, and define the rights and obligations of the shareholders of a GmbH or UG — yet they differ in scope and flexibility.

The Musterprotokoll is a combined document and includes:

• standard articles (company agreement)
• a template for the shareholder list, and
• a template for appointing the managing director (MD)

Customised articles of association cover a customised individual company agreement. The shareholder list and the MD appointment documents must be prepared separately.

Although the term Mustersatzung appears frequently online, it is not an official term and often leads to confusion. It does not refer to the legally recognised Musterprotokoll. Legislators introduced the Musterprotokoll to make forming a UG or GmbH faster and more cost-efficient.

Using the Musterprotokoll reduces notary fees and saves time, as it provides standardised statutes and predefined documents. However, its contents are fixed and can only be modified to a very limited extent. While this simplicity is suitable for a one-person UG or GmbH, it can become restrictive or impractical for companies with several shareholders.

Drafting your own articles of association 💬Satzung offers significantly more flexibility, allowing you to tailor voting rights, decision-making rules, management arrangements and other structural elements. However, a customised Gesellschaftsvertrag must follow certain legal requirements and always be recorded in written form.

Musterprotokoll: All details explained

The Musterprotokoll can be used as a simplified alternative to customised articles of association when forming a GmbH or UG. There are two versions: one for a single founder and one for up to three founders.

It works as a cloze template where founders simply fill in the required details. Apart from that the content is fixed by § 2 and § 3 (1) GmbHG and cannot be modified.

Once completed, it must be signed by all shareholders, notarised, and submitted to the commercial register before the company is officially incorporated.

When can the Musterprotokoll be used?

• Up to three shareholders participate.
• Only one managing director is appointed, who must be exempted from § 181 BGB.
• The financial year must follow the calendar year.

Mandatory contents of the Musterprotokoll

• Company name and registered address
• Business objective
• Share capital
• Managing director (MD)
• Start-up costs (learn more about GmbH costs and UG costs)
• Distribution of copies (original for shareholders; copies for the tax office and registry court)
• Additional information as required by the notary

Which kind of statutes are right for your company?

Although the Musterprotokoll is faster and cheaper, it is not always the better choice. Its rigid structure can become a disadvantage, especially in situations of conflict or litigation. Many important regulations are simply not included in the Musterprotokoll, such as:

• Shareholder payment obligations
• Powers and limitations of the managing director (MD)
• Rules for termination or the death of a shareholder
• Profit distribution arrangements
• Procedures for changing shareholders
• Detailed rules for shareholder resolutions
• Types of permissible contributions (GmbH only)
• Conditions for severance payments
• Allocation and use of retained profits
• Redemption of shares
• Processes for resolving internal disputes

You can switch to customised articles of association later, but doing so requires new notarisation and additional legal work — which means more time and costs.

Contents of articles of association in Germany?

Customised articles of association can be tailored to the company’s individual needs. They are often the more practical long-term solution.

Advantages of customised articles of association

• No limitations on the number of shareholders or managing directors
• Flexible structure for all company rules and internal processes
• Start-up costs are fully tax deductible
• Amendments can be made at any time
• Possibility to include a non-compete clause
• Profit distribution can be regulated individually
• Shareholders and MDs can be changed freely
• The company does not automatically dissolve when a shareholder leaves
• Termination rules can be individually defined
• Shareholder resolutions and meetings can follow customised procedures
• Inheritance rules can be defined individually
• Individual rules for the dissolution of the GmbH or UG
• Formation is possible with only €12,500 share capital (half contribution model)

DIY articles of association

If you prepare the articles of association yourself, make sure they include all mandatory elements required under § 3 GmbHG. These core components must appear in every GmbH or UG agreement:

• Company name and registered address
• Business purpose of the corporation
• Amount of share capital (Stammkapital)

Other important points you should clarify with your co-founders:

• Define the number of shareholders and the nominal amounts of their capital contributions. Together, these form the share capital of the UG or GmbH. This is essential whenever more than one shareholder is involved.
• As with the Musterprotokoll, the articles of association must be notarised (see also certificate of incorporation) and then filed with the commercial register. You must also submit the list of shareholders and the appointment of the managing directors.
• The articles of association may be contested. However, once the company is registered in the commercial register, the contract can no longer be challenged retroactively.
• If the company is already operating, contractual defects can only be asserted to a limited extent. For silent partnerships, the general rules on challenging and voiding agreements apply.
• Any amendment to the articles of association requires a three-quarters majority at the shareholders’ meeting of the UG or GmbH (§ 53 II GmbHG). All changes must also be notarised and filed with the commercial register. An amendment becomes valid only once the updated entry is published.

Consider carefully whether the Musterprotokoll or custom articles is the better choice for your situation. If you opt for customised articles and want to avoid legal gaps or future conflicts, it is advisable to consult a specialised lawyer.