Sie möchten eine UG oder GmbH gründen? UG mit Musterprotokoll. EUR. zzgl. Q-Found erleichtert ihnen zumindest die Gründung von GmbH oder UG. Law/Patents - Law (general) / UG- Gründungs- Vertrag Gerade bei der „UG“ soll die Gründung per Musterprotokoll Kosten sparen. . UG formation ✓ Set up your UG quickly & securely online with ✓ Over ​What are the requirements for using a model protocol (Musterprotokoll)?.


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Depending on the economic musterprotokoll ug of the company, the company—s assets might be many times higher — or lower - than capitalisation at the time of its foundation. However, personal liability of the shareholders is possible musterprotokoll ug exceptional cases, for instance if the company with limited liability was misused.

GmbH and UG (haftungsbeschränkt) – Information on their foundation

If the shareholders are also managing directors, the risk of personal liability arising from an infringement of the duty to take due care or breach of the law needs to be taken into consideration; for further information, please refer to item In addition, the GmbH Reform has introduced new duties for shareholders, the infringement of which might result in claims of recourse.

Musterprotokoll ug example, shareholders musterprotokoll ug a GmbH which has no managing director are obliged to file for insolvency if a reason for insolvency exists.

Furthermore, shareholders of a GmbH without a managing director must act as the company—s representatives for the receipt of declarations of intent and other deliveries. There may also be a liability risk if shareholders appoint a managing director who may not accept this office due an exclusion criterion; for further information, please refer to item The various samples can be accessed from the link musterprotokoll ug at the side.


While, in the first case, the individual Articles of Incorporation need to be certified by a Notary Public, in the second case not the sample articles but the entire Protocol of Incorporation musterprotokoll ug be certified.

The Sample Protocol also referred to as Protocol of Incorporation was introduced as part of the GmbH Reform to simplify simple standard company foundations. In addition to the Sample Articles it also includes the list of shareholders and the appointment of managing directors.

However, the Musterprotokoll ug Protocol may only be musterprotokoll ug with restrictions: A maximum of three shareholders may be involved.

The Sample Protocol only provides for one managing director.


However, further managing directors may be appointed after the GmbH has been registered in the Commercial Register. Contributions in kind are not possible, only cash contributions. The advantage of the Sample Protocol is that it combines the musterprotokoll ug, list of musterprotokoll ug and the appointment of managing directors, and that lower notary fees will arise.


The Sample Protocol is especially attractive to Einpersonen-Gesellschaften one-man companiesas the Articles of Incorporation do not have to include clauses on conflicts of interest. If, on the other hand, two to three shareholders are involved, the use of the Sample Protocol must be musterprotokoll ug considered, for the contents defined therein must not be amended, supplemented or otherwise musterprotokoll ug.

Any amendment of the pre-defined standards of the Sample Articles results in the latter having to be treated as individually designed Articles of Incorporation and, as such, requiring certification by a notary public.

GmbH and UG (haftungsbeschränkt) – Information on their foundation - IHK Region Stuttgart

The Sample Protocol thus does not provide for any leeway for individual wishes as regards form or for individual needs. Tailor-made contractual provisions are of particular importance in the case of a dispute musterprotokoll ug shareholders.

A right of termination of the shareholders may not be agreed upon. Founders should therefore seek comprehensive advice on the pro and musterprotokoll ug of the use of the Sample Protocol. Company Name The name of the company may contain a personal name including the name s of the shareholder s or the object of the company information on the company—s purpose or be a pure invention or a combination of these options.

In all cases, it is necessary that the name identify and distinguish the company. In addition, the company name must not contain information which is liable to mislead the reader about the business relations essential for the company—s future partners musterprotokoll ug customers.

Furthermore, it must be noted that the name must be supplemented with the designation of the company—s legal form.