Notary Fee Calculator.

Model protocol vs. bespoke articles

The model protocol offers a genuine cost privilege: the minimum value of €30,000 does not apply, and the actual share capital is used instead. In addition, the managing director appointment is already included and is not valued separately.

In practice, the downside matters more than the price advantage. The model protocol is only suitable for simple single-founder setups, not for multi-founder formations. Once several shareholders are involved, provisions on transfer restrictions, forfeiture, compensation and succession are strongly advisable, and the model protocol cannot cover them.

Authorised capital (Section 55a GmbHG)

Authorised capital is capped at 50% of the share capital (Section 55a GmbHG). The calculator automatically caps higher inputs and includes the permitted amount in the notarisation and filing values.

That extra cost can pay off later. If a GmbH is expected to raise financing soon, a clean authorisation in the articles will often save far higher follow-on costs because later capital increases can be structured more easily.

Trust instruction for share capital contributions

With a trust instruction, the parties sign the commercial register filing during the notarisation appointment. However, the notary only submits it to the register court once payment of the share capital contributions has been proven. This triggers a handling fee (0.5 based on the register value, KV 22200).

Background: in the filing, the managing director must confirm that the contributions are finally at their free disposal (Section 8(2) GmbHG); what matters is that this confirmation is accurate at the time the filing is submitted to the register court. In common practice, this requires payment into an account of the company (placing cash into a till of the pre-incorporation GmbH is theoretically possible, but is generally not recommended because it can trigger follow-up questions from the register court and resulting delays). Since the pre-incorporation GmbH must first open a business account and pay in the contributions after notarisation, the confirmation would not yet be substantively correct at the notarisation appointment; the notary therefore files the application, signed at the appointment, only once payment of the contributions has been proven. False statements are criminally sanctioned (Section 82(1) no. 1 GmbHG).

Without a trust instruction, a separate authentication appointment for the commercial register filing is therefore required. This saves the handling fee, but requires a second notary appointment.

Online formation

Since the Act implementing the Digitalisation Directive (DiRUG, in force since 1 August 2022), a GmbH can also be formed via video procedure through the German Federal Chamber of Notaries system. The core fees do not differ from an in-person notarisation; only small usage fees for the video system are added.

Technical requirements: all parties need an ID card with activated eID function (or an equivalent EU identification means), a smartphone or tablet with the AusweisApp, and a computer with camera, microphone and stable internet connection. The notarisation takes place via the Federal Chamber of Notaries video communication system.

This is practical for simple standard cases. However, even common articles provisions such as forced transfer of shares upon shareholder exclusion are currently not available in the online procedure.

Managing director appointment inside or outside the incorporation deed

The managing director appointment can be made in private form outside the incorporation deed. This removes it as a notarisation item, and instead of the general execution fee (0.5 under KV 22110), only the reduced fee for filing the shareholder list applies (0.3 under KV 22111).

Drafting vs. mere authentication of the register filing

If the notary drafts the commercial register filing, a 0.5 fee under KV 24102 applies; with mere signature authentication, by contrast, only 0.2 applies (KV 25100, max. €70). Drafting sounds more expensive, but usually is not.

The reason: with a draft, the XML structured data fee is only 0.1 (KV 22115, max. €125), whereas without a draft it is 0.5 (KV 22125, max. €250). In addition, with a draft there is no separate filing fee (KV 22124: €20) and no authentication fees for copies (KV 25102: €10 each). Overall, the draft option is usually cheaper. The calculator therefore assumes drafting by the notary.