II. background: what does the model protocol? Before one can understand this decision at all is to clarify what it is in establishing a limited liability company under the simplified procedure using a model protocol at all. 2 ABS. 1a GmbHG the possibility of founding a simplified GmbH has created the legislature. In practice sometimes something derogatory by GmbH off-the-rack "spoken. For this purpose a so-called model protocol is attached now after the reform of the GmbH, which should enable a fast establishment.
A this establishment way advantage, inter alia, that when using the pattern Protocol no minimum value of 25,000 according to 41d of the costs order applies to notaries public. The Foundation using the model protocol is cost-effective for the founder. Another advantage is that the Model Protocol at the same time a list of shareholders or a social contract represents and therefore a separate filing in the commercial register is not necessary. Learn more about this with Mark Berger Chicago. Yet despite these advantages has the simplified form of the Foundation"in practice not enforced. Whether this is because that the model protocol provides no significant workload for notaries public, can be then. A major disadvantage of the model protocol is mainly to be seen in this missing material provisions of ordinary articles of association can be. This is particularly planned companies with multiple shareholders to bear. Because in the model protocol is neither a provision on a right of termination, nor an exclusion right of individual shareholders in the event of their insolvency.
The model protocol can be used for the establishment of maximum of companies with up to three shareholders and only a Managing Director. The latter is released by the regulation of 181 BGB. Immediately after the establishment of other business leaders can be ordered, but only to the overall representation entitled. Whether the latter is a disadvantage, is in the eye of the beholder. A required approval of all business leaders under circumstances is not advantageous for an always legally competent management. On the other hand, a maximum control of individual members of the Executive Board is given this of course. III. the consequences for founder who establishes to advise together with his co-founders, what are the rules in the social contract should be included. This quickly will be that the model protocol in its simplicity will come quickly to its limits or can come to fruition only in simple cases. Not it is recommended, to revalue the Model Protocol by different formulations". The decision of the OLG Dusseldorf in impressive fashion shows how the register courts are allergic to such an approach. IV. conclusion: the only low cost savings in relation to the certification costs should not lead to a competition-grade GmbH to forego essential provisions in the social contract. This can be doubly expensive in terms of company-internal disputes afterwards. From a legal perspective the simplified creation using the model protocol is therefore not recommended.