Model Protocol for the GmbH: Simplification With Formal Pitfalls (Court of Appeal Berlin, 22 W 27/24)

The simplified formation procedure using the model protocol (Musterprotokoll) is intended to make the formation of a GmbH quick and inexpensive. In practice, however, it becomes apparent that the real risks lie less in substantive law than in formal errors.

In its order of 17 May 2024 (22 W 27/24), the Court of Appeal Berlin (Kammergericht) made clear that, even in the case of later amendments to the articles of association, the complete model protocol must always be filed with the commercial register – even if individual provisions (e.g. on management or on the exemption from the prohibition of self-dealing) remain unchanged in substance. If the model protocol is filed only in extracts, the application is at risk of being rejected.

The consequences are delays, additional costs and unnecessary effort. Particularly in the case of structural decisions under company law, it becomes apparent that formal errors can prevent the implementation of legally permissible projects.

We support you in the legally secure preparation and implementation of amendments to the articles of association – from the appropriate formation concept to the proper application to the commercial register.