Notary Requirements for German Company Formation

When the notary is required: three trigger points

The notary recurs at three distinct points in a company's life. Seeing all three at once explains why the relationship with a notary is ongoing, not a single appointment.

Formation (GmbHG §2; custom articles vs Musterprotokoll)

The articles of a GmbH, and by reference a UG, must be recorded by a notary and signed by all shareholders. The Musterprotokoll is the cheaper, fixed-content shortcut, available where there are no more than three shareholders, exactly one managing director, standard rules and cash contributions (§2(1a)). It is still a notarial deed, just a standardised one. An AG is likewise founded by notarial deed.

Share transfers (GmbHG §15(3)(4))

Both the obligation to transfer GmbH shares (§15(4)) and the actual assignment in rem (§15(3)) must be in notarial form, usually bundled into a single deed. GmbH shares cannot be sold by a simple private contract. If you ever bring in or buy out a shareholder, the notary is back at the table.

Articles amendments (GmbHG §53(2), effective on register entry §54)

Any change to the Gesellschaftsvertrag, such as the name, the registered office, a capital increase or decrease, the business object or new share classes, needs a shareholder resolution passed by a three-quarters majority and notarially certified (§53(2)). The change takes effect only once it is entered in the commercial register (§54). To plan a share transfer or amend the articles later, see our company-changes page.

What the notary actually does: step by step

A notarisation appointment is more structured than people expect. The notary works through five stages:

1. Identity and capacity check: passport or ID for each party; foreign corporate shareholders supply a certified, often apostilled, register extract.
2. Drafting or review of the articles (or applying the Musterprotokoll), together with the managing-director appointment.
3. Reading and certification (Beurkundung): the deed is read aloud, explained, and signed before the notary, who certifies it; an interpreter is brought in where a party lacks German.
4. Handelsregister filing: the notary electronically submits the application to the commercial register at the competent local court. The GmbH does not legally exist until entered (§11(1)), and anyone acting in its name before entry is personally liable (§11(2)).
5. Downstream work: certified copies, the shareholder list, and register correspondence.

One sequencing point catches founders out: the capital pay-in (at least €12,500 for a GmbH) happens between notarisation and the register filing. The notary certifies the deed first, the directors then confirm the funds are at the company's free disposal, and only then does the application go in (§7, §8). For the full process, see how to open a GmbH, where the notary is Step 3.

Can I do it online by video? DiRUG since 1 August 2022, and its limits

Since 1 August 2022, under the DiRUG reform implementing EU Directive 2019/1151, a cash-contribution GmbH or UG can be founded fully online via the Bundesnotarkammer's secure video platform (online.notar.de), with no travel. From 2023, under DiREG, the scope widened to in-kind formations and, from 1 August 2023, to certain unanimous articles-amendment resolutions by video (§53(3)). That sounds like "form from anywhere", but the eligibility rules are stricter than the headline suggests.

The eID requirement (a German passport does NOT qualify)

Online notarisation requires a recognised electronic ID (eID). Accepted are the German ID card (for citizens), the eID card for other EU and EEA nationals, and electronic residence permits for third-country nationals. A German passport does not qualify, because it has no electronic ID function, although a valid passport is usually still needed so the notary can read the digital photo on the call. Without a readable eID, the online procedure is simply not open to you.

Why most non-EU founders are still blocked (electronic residence permit)

Non-EU founders are largely blocked from the online route unless they hold an electronic residence permit with an activated online-ID function. Anyone without a qualifying eID is, in practice, excluded and must attend in person. The original procedure was cash-only; that eased from 2023, but online notarisation remains more constrained than the "100% online" marketing implies. Most non-residents form in person or via a notarised, apostilled power of attorney.

What the notary costs (GNotKG fixed fees)

Notary fees are fixed nationwide by the GNotKG. A notary may neither discount nor surcharge (§17). Fees scale with the Geschäftswert, roughly the share capital, and a custom-articles GmbH carries a statutory minimum value of €30,000 (§107). All notary fees carry 19% VAT. The figures below are indicative; for the full euro breakdown, see our page on formation costs.

Scenario	Notary incl. 19% VAT	Source
GmbH €25k, custom articles	~€816–€826	firma.de
GmbH €25k, Musterprotokoll, 1 shareholder	~€353	firma.de
UG, Musterprotokoll, 1 shareholder	~€176	firma.de

Because fees are identical everywhere by law, notaries compete only on language, availability and online capability, not on price.

What if I don't speak German? (BeurkG)

The deed must be understood by every party. If a founder lacks adequate German, the notary must translate (if fluent) or bring in an interpreter (BeurkG §16, §5). The interpreter need not be professionally sworn and can be sworn in ad hoc, but may not be a close family member of a party. On request, a written translation can be required and attached to the deed, and the notary must inform you of that right. Foreign-language documents commonly need a certified or sworn translation into German. Budget around €50–€100 or more per appointment or page for interpreting and translation; figures are indicative.

Can I choose any notary?

Yes. Because fees are fixed everywhere by law (GNotKG §17), there is no cheaper notary to shop for on price. Choose instead on language, availability and online capability. Anyone advertising "cheaper notary fees" is either using the Musterprotokoll, which is legitimately cheaper, or misrepresenting the rules.