A recent social media post exposed the staggering cost of €58,984 in notary fees just to conduct a Series A financing round in Germany. The gig was simple yet painfully slow: a notary reading documents aloud for five hours to shareholders, then forwarding them to the Handelsregister (commercial registry), which itself can take 2–3 weeks to confirm. This major delay followed decades-old procedures dating back to 1925.
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Behind the figure lies a law-driven system. Germany’s notary fees scale with transaction value, often ranging from 0.5% to 1.5% of capital, explaining, in part, the eye-watering bill in this case. Even routine GmbH formations cost up to €850, including commercial registration, per firma.de. It’s estimated that the notary process alone can extend a deal by one to three weeks.
In stark contrast, startups in the UK and US use streamlined digital systems. A UK Ltd or US Inc can be formed in minutes online with e-signatures. Additional funding rounds often involve a few DocuSign clicks and wire transfers—no five-hour notarization sessions or courtroom drama.
It is widely debated how these outdated procedures harm Europe’s global competitiveness. A standardised, pan-EU “28th regime” corporate form has long been championed by EU Inc Europe and backers including Enrico Letta and Mario Draghi. The system would allow startups to incorporate once digitally, and operate seamlessly across all 27 member states.
As Cate Lawrence of Tech.eu points out, maintaining “27 flavours of the same headache” entrenches bureaucracy at the expense of innovation. Tech.eu notes more than 16,000 entrepreneurs and investors signed petitions for EU-wide reform. And yet, a draft presented in the European Parliament this week still permits national variations—falling short of scaleable startup ambitions.
The EU already allows some cross-border corporate entities under the Societas Europaea (SE) structure since 2001, but its complexity makes it unsuitable for lean startups. Reforms to the EU Company Law Directive (2025) have improved digital filings and registry transparency—but barriers remain.
Eastern and Southern Europe suffer most. Founders face differing payroll requirements, stock-option frameworks, and startup regimes—undermining Europe’s single market ambition.
US-based startups benefit from a unified legal base and more accessible capital. Even costs for early-stage founders—like legal fees, accounting, and notarization—are predictably low. In contrast, European founders often spin up EU-headquartered mixed legal structures or relocate to the States for fluid fundraising and recruitment.
What Needs to Change
- Adopt an optional EU-wide corporate form with standardized investment contracts, digital filings, and bilingual (EN + local) documentation.
- Harmonize notary and registry procedures using flat fees up to certain thresholds (e.g., €50,000 capital), removing proportional cost burdens on early-stage rounds.
- Allow notarization-by-video or remote e-verification tools while preserving necessary AML/identity checks.
- Ensure stock-option portability, using a common system like US 409A for EU-wide employee incentivization.
- Create a central digital business registry, interoperable with national registries, enabling instant filings and enabling cross-border incorporation.
- Align with emerging digital legal codes like the EU’s 2025 update mandating more direct public shareholders data and streamlined company certificates.
The European Parliament is debating the “28th regime” this week. If it retains the current draft, which essentially keeps 27 bureaucratic systems, Europe risks continuing as a low-growth, low-startup region. But passing true harmonization could offer a powerful counterbalance to Silicon Valley or Asia.
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