It’s finally happening, the option to incorporate a German limited liability company (GmbH etc.) online is on the horizon. This means that the in-person notary appointment will no longer be mandatory to set up a company in Germany.
We’ve put together a brief introduction to the upcoming online formation and the new draft law that is making it possible.
- When can I start using the new online notarial procedure?
- What if I have to form a UG or GmbH before August 2022?
- What’s new about the online notary appointment?
- Which legal forms can use this new notary digital service
- Will incorporation still be possible the old school way?
- What steps are involved in the online notary appointment?
- What are the requirements for the online notary appointment?
- What are the additional costs for the online procedure?
- Why was the new law passed?
- What are the advantages of the new online procedure for founders?
The roll-out is planned for 1 August 2022 (as of 30 April 2021).
Back in February 2021, a draft law for a notarial online procedure for limited liability companies (ie GmbH, UG etc.) formations was passed by the Federal Cabinet. The new law means that founders no longer have to appear in person for notarial certification. Other applications to the commercial and cooperative registers will also be affected.
Until the implementation of the digital notary service, it’s business as usual.
You can either DIY by calling up notary offices until you find one that’ll take you on as a client, or find someone that can tap into their network to book one for you.
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You could lose whole days searching for a notary for your company. Calling a bunch of notary offices is dead time.
firma.de can connect with a notary faster than it’ll take you to ask for recommendations and will help you get prepared for it too.
With the upcoming online notary appointment for the formation of a GmbH, it will be possible to do digitally what was previously only possible in-person at a notary’s office. The most important innovations are:
- The notary appointment will be held as an online video conference.
- Digital identification of shareholders and managing directors
- Electronic signatures of the shareholders and managing directors
In this way, founding teams can enter their companies in the commercial register from anywhere and receive advice from the notary via a video call.
According to the draft law, the following registrations in the commercial and cooperative register will be possible online:
- Kapitalgesellschaften (incorporated companies like UG, GmbH etc.)
- Genossenschaften (cooperatives)
- Einzelkaufleute (sole traders)
- Zweigniederlassungen (branches)
Yes. The notarial online procedure is only to be understood as a supplementary offer. The on-site notary appointment can still be used.
- Registration via a free smartphone app
- eID function of the identity card (Personalausweis)
- Reading of the photo from the chip in the passport/identity card
- Exchange of information and documents with the notary
- Notarisation via video conferencing
- The signing of documentation with an electronic signature (provided by the system)
- Computer (desktop/laptop) with camera and microphone
- Fast and stable internet connection (DSL, LTE, cable, etc.)
- A smartphone that can read eID and photos
- Acceptable proof of identity:
- German identity card
- German eID card
- Electronic residence permit with activated online ID function incl. personal PIN
- European eID with a “high” security level
- Acceptable ID for photo comparison:
- Readable passport (CAN procedure)
- Readable official ID card (CAN procedure), eg a German ID card of the latest generation
What are the additional costs for the online procedure?
- €25 per certification procedure
- €8 per certification procedure
The other items of the notary fees remain the same and are also fixed by law.
The Federal Ministry of Justice and Consumer Protection (Justiz und für Verbraucherschutz) had drafted the “Act on the Implementation of the Digitalisation Directive (Gesetz zur Umsetzung der Digitalisierungsrichtlinie, or DiRUG)” to transpose the requirements of Directive (EU) 2019/1151 into German law.
- May speed up the company formation process
- No need to be physically present at a local notary’s office
- No need to travel to Germany for international founders
- Workaround for travel restrictions
- Increases attractiveness of Germany as a location for founders
Source: Bundesnotarkammer (Federal Chamber of Notaries)
The information published on our site is all written and checked by experts with the utmost care. Nevertheless, we cannot guarantee its accuracy, as laws and regulations are subject to constant change. Therefore, always consult a specialist in a specific case – we would be happy to put you in touch with one.
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