German financing rounds need a notary because new shares are issued through a notarised capital increase and shareholder agreements often contain notarisable share-transfer obligations. Fees follow the statutory scale (GNotKG), based mainly on the value of the transaction and the documents. Founders keep them down with standard documents and a reference deed (Bezugsurkunde).
- Capital increases, share transfers and obligations to transfer GmbH shares require notarial form.
- Notary fees are statutory (GNotKG), not negotiable, and scale with the transaction value.
- Notarisation includes reading the deed aloud; long documents mean long appointments.
- A reference deed lets long agreements be notarised once and referred to later.
- Commercial register fees and costs for certified copies come on top.
Why does a round need a notary at all?
A GmbH issues new shares through a capital increase: a shareholder resolution, a subscription by the investor and registration in the commercial register. The resolution and the subscription need notarial form. In addition, investment and shareholder agreements usually contain obligations to transfer shares (for vesting, drag-along or tag-along), and such obligations also require notarial form under §15 GmbHG.
How are notary fees calculated?
Fees follow the German court and notary fee act (GNotKG). The fee depends on the business value (Geschäftswert) of each transaction and on the type of act, using a statutory table. There is no hourly rate and no discount. Higher round values and more documents mean higher fees, but the scale grows more slowly than the amount raised, so the percentage cost falls as rounds get larger.
What drives the bill?
| Driver | Why it matters |
|---|---|
| Value of the capital increase and of agreements | Sets the fee step in the statutory table |
| Number and length of deeds | Each notarised act has its own fee; long deeds take longer to read |
| Number of parties | More signatures, powers of attorney and appointments |
| Foreign investors | Powers of attorney, apostilles and translations |
| Register filings and copies | Separate court fees and copy charges |
For a small early round, total notary and register costs are usually in the low thousands of euros; larger rounds with long documents and many parties cost more. Ask your notary for an estimate when you send the drafts. They will give one.
How do founders keep costs and time down?
- Use a reference deed (Bezugsurkunde). Long documents are notarised once, and later deeds refer to them without reading them again.
- Use market-standard documents your investors' lawyers already know. Fewer rounds of edits, shorter appointments.
- Collect powers of attorney early so investors do not need to attend.
- Bundle steps: converting a UG to a GmbH, the capital increase and the new shareholder agreement in one appointment.
Is a convertible loan cheaper?
Usually at signing, yes. A convertible loan agreement typically does not need notarisation when it is signed; the notary is needed when it converts into shares. That is one reason German pre-seed rounds often use convertible loans. See can a German GmbH use a SAFE? and, for the GmbH and UG basics, UG vs GmbH.
What happens at the appointment?
- The notary identifies each party or representative.
- The deed is read aloud, including referenced documents unless a reference deed is used.
- Parties can ask questions; the notary explains legal effects neutrally.
- Everyone signs; the notary signs and seals.
- The notary files the capital increase and updated shareholder list with the register.
Reading long investment and shareholder agreements aloud can take hours. That is why preparation and reference deeds matter.
How do foreign investors participate?
- Through a power of attorney, often notarised and apostilled in their home country.
- Through a representative present at the appointment.
- With translations or bilingual documents where needed.
Start collecting powers of attorney as soon as investors commit; apostilles can take days to weeks.
How do you budget it?
Ask the notary for a cost estimate once the drafts are stable. Add register fees and copies. Then compare with the alternative: a convertible loan now and a capital increase later. For many pre-seed rounds, deferring the notary to the conversion is both cheaper and faster. See can a GmbH use a SAFE?
Frequently asked questions
Why do German startups need a notary to raise money?
Because new GmbH shares are created through a notarised capital increase, and shareholder agreements usually contain share-transfer obligations that require notarial form.
Can you negotiate notary fees in Germany?
No. Notary fees are set by statute (GNotKG) and depend on the transaction value and type of act.
What is a Bezugsurkunde?
A reference deed: a long document is notarised once, and later deeds refer to it instead of reading it out again, which saves time and cost.
Does a convertible loan need a notary?
Typically not when it is signed, but the later conversion into shares does.
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Join the waitlist →Sources and further reading. GNotKG (court and notary fees act); §15 GmbHG; §55 GmbHG (capital increase).
Educational material, not legal, tax or investment advice. Rules and figures change; confirm with qualified counsel or a tax adviser in your jurisdiction before acting. Last updated October 6, 2026.