Notary Fees in Germany: What a GmbH or UG Formation Costs

The short answer

Forming a German GmbH or UG requires a notary and an entry in the commercial register (Handelsregister). The total official cost has two parts: the notary's fees and the court's register fees.

• Notary: the Bundesnotarkammer says formation fees usually range from about EUR 105 to about EUR 630. Outlays, document and postage flat fees and VAT are added.
• Register court: EUR 225 plus EUR 75 for a cash formation, EUR 300 in total, under the register fee schedule.
• Not a fee: share capital. It belongs to the company.

The notary range is wide because the fee depends on the company form, the number of founders, the share capital and the choice between the model protocol and tailored articles. The rest of this guide explains each factor.

What the notary charges for

A formation usually involves several notarial acts. The Bundesnotarkammer lists what the formation fees include without extra charge: legal advice on the formation, drafting and revising the articles, notarising the formation, certifying the register application and completing the filing.

• The formation deed. The notary records the articles of association (Gesellschaftsvertrag) or the model protocol, and the founders' declarations.
• The register application. All managing directors sign the application to the commercial register. The notary drafts it and certifies the signatures.
• Completion work. This can include the list of shareholders and structured XML data that the register processes automatically.

Advice is part of the statutory fee. You do not pay by the hour for meetings or drafts in the formation itself.

How the fee is calculated

Each notarial fee has two inputs: a business value (Geschäftswert) and a rate. The rate is applied to the fee from Table B in Section 34 GNotKG.

• The business value. For the articles, it is the value of the legal relationship recorded (Section 97); in a simple cash formation, notaries generally take the subscribed capital. It is at least EUR 30,000 (Section 107). For the first register application of a company, it is the share capital entered in the register, also at least EUR 30,000 (Section 105).
• The rate. The cost schedule in Annex 1 of the GNotKG sets 2.0 for a contract (item 21100, minimum EUR 120) and 1.0 for other declarations (item 21200, minimum EUR 60). A register application is charged at 0.5 (minimum EUR 30). When the notary drafts it in full, the maximum rate of the draft range applies (Section 92).

Item 21100 sits in the section for contracts. Item 21200 covers other declarations, whether made by one person or several. Several founders conclude a contract, so the deed is charged at 2.0. A single founder makes a one-person formation declaration, charged at 1.0. That is why the Bundesnotarkammer says the fee depends on whether one or several people form the company.

Multiply the 1.0 fee by the rate, then apply the minimum fee for that item. The Bundesnotarkammer fee calculator computes single fees. It does not apply item-specific minimum and maximum fees, so it is not a complete formation quote.

Model protocol or tailored articles

The model protocol (Musterprotokoll) is a statutory template under Section 2(1a) GmbHG. It can be used for a company with up to three shareholders and one managing director. It must not deviate from the statutory provisions, and it also serves as the list of shareholders.

The fee difference comes from the business value. For a model protocol formation, the EUR 30,000 minimum value does not apply to the deed or to the first register application (Sections 105(6) and 107(1)). A company formed with low share capital therefore pays fees based on that low value, subject to the minimum fees per item. This is the saving the Bundesnotarkammer describes for a UG formed with the model protocol.

Tailored articles cost more but can cover ownership changes, decision rules, transfer restrictions and investor rights. A cheaper template is not automatically the better choice. Ask the notary which route fits the shareholder structure.

Two illustrative calculations

These examples compute only the deed and the register application from the statutory tables. They exclude the shareholder list, XML data, other completion work, outlays, online charges and VAT. A notary's invoice can contain further items, so use them to understand the mechanism, not as a quote.

In example B, the share capital of EUR 25,000 is below the EUR 30,000 minimum value, so the minimum is used. A larger capital raises the value and the fee.

Commercial register fees

The register court charges separately under the Handelsregistergebührenverordnung. The amounts are fixed, not value-based.

The model protocol does not change these register amounts. The court invoices them after the entry.

VAT, outlays and online charges

• VAT. VAT on the notary's costs is charged in full (item 32014 GNotKG). The standard German rate is 19% (Section 12 UStG).
• Postage and telecommunications. The notary can charge a flat rate of 20% of the fees, up to EUR 20 per matter, instead of actual costs (item 32005).
• Documents. Copies and electronic files carry document flat fees, for example EUR 1.50 per electronic file, up to EUR 5 per transfer (item 32002).
• Online procedure. The Bundesnotarkammer charges EUR 25 per notarisation procedure and EUR 8 per certification procedure, plus VAT, for its online system.

Online notarisation by video is possible for a GmbH or UG under Section 2(3) GmbHG when the participants meet the identity requirements. See the online notary requirements before booking.

What these fees do not cover

• Share capital. A GmbH needs at least EUR 25,000 subscribed capital; a UG can start from EUR 1 with full cash payment. Capital funds the company.
• Trade and activity registrations. The Bundesnotarkammer names examples such as the trade notification (Gewerbeanzeige) and, for crafts, the Handwerksrolle.
• Foreign documents. Translations, apostilles and powers of attorney for non-resident founders.
• Services. Tax advisers, accounting, address services and banking.
• Later reporting. Beneficial ownership reporting under Section 20 GwG and annual accounts are separate obligations. The Transparency Register charges an annual fee of EUR 19.80 from the 2024 fee year (TrGebV, fee schedule item 1).

Ask the notary for a written estimate that lists each item, its business value and its rate. Then add the register fees and your other setup costs. The European formation cost guide shows how to build a complete first-year budget, and the Germany vs Estonia comparison sets these costs against a fully online alternative. After registration, use the post-registration checklist.