In the startup context, investment and shareholders' agreement (ISHA) typically supplement the articles of association and regulate the relationship between founders, company and investors in detail. Typically, they determine the conditions under which an investor joins and what rights and obligations the participants will have in the future. These include rules on the financing of further rounds, protection against dilution, rights of approval and information, and the exercise of voting rights. Vesting and leaver clauses for founders are also often regulated to ensure the long-term commitment of the founding team. Another focus is on rules for the transfer of shares, for example through drag-along and tag-along clauses for later exit situations. In addition, there are often non-competition clauses, confidentiality regulations as well as requirements for corporate governance and important business decisions. These agreements create protection and transparency for investors, and reliable guardrails for the founders and the company. Especially in venture capital financing, these contracts are therefore a central instrument for balancing economic interests in a legally secure manner. Because many regulations are closely interlinked with capital measures, share transfers or articles of association, careful notarial support is particularly important.
Our notary office has extensive experience in the rapid and efficient handling of financing rounds and the associated contracts - also due to its proximity to RWTH Aachen University. We have already worked with most law firms specializing in venture capital in a spirit of trust and are familiar with the processes. Notarizing these documents in English (as digital as possible) is now the norm and a matter of course for us.
Notary costs for financing rounds
A central question in all financing rounds is the notary costs. Startups need clarity and transparency in this respect. And since the ISHA (unlike most other transactions in our notary's office) is largely negotiated and prepared by lawyers, there is often a particular sensitivity to costs.
It should be quite simple: The fees incurred for the notarization of contracts are uniformly defined by law for all German notaries and are non-negotiable. The Court and Notary Costs Act (GNotKG) is decisive. The GNotKG contains a fee table that determines the fee depending on the value of the notarized contract. A fee calculator can be found here, a fee rate of 2.0 is to be applied to all contracts.
The value of the notarized agreement is therefore decisive for notary fees in financing rounds. There are also binding statutory provisions for this valuation (in particular §§ 56 to 64 GNotKG). However, the ISHA with its multi-layered, reciprocal agreements between new investors, founders, the company and the existing investors was obviously not the focus of the legislature in creating these legal provisions. The GNotKG consists of indefinite legal terms, which must be interpreted by the notary and the competent supervisory authority. However, no uniform practice has yet emerged. In the academic literature on notary costs and in the decisions of the lower courts, diametrically opposed interpretations can often be found. For the parties involved, the resulting lack of transparency is very unsatisfactory, especially since the opinions that use the post-money value of the company as the basis of the valuation sometimes lead to notary costs becoming a real economic factor.
Our claim: Transparency and cost-efficiency in notary costs
We follow the startup-friendly interpretation of the legal notary cost provisions. In the past, our invoices were predominantly described by clients as reasonable. We pay attention to a fair and transparent process: Send us your term sheet and we will tell you the expected costs. And if there are relevant savings opportunities through a different design of the procedure, we will point this out to you.