The notary appointment for company formation in Germany: What you need to know

Why is the notary appointment important?

Anyone who wants to form a corporation needs to have the certificate of incorporation and articles of association certified by a notary public. The notary also completes the registration with the commercial register. Without a notary appointment, it’s not possible to set up a limited liability company such as GmbH, UG or AG.

What happens during the notary appointment?

Your managing director(s) must be present at the notary appointment. Shareholders may either attend or be represented by an authorised representative. If the MD reprensents a shareholder they require a notarised power of attorney 💬beglaubigte Vollmacht.

If the founder’s German language level is insufficient, an sworn interpreter must also be present at the notary’s appointment.

Typical procedure

1. Inspection of all documents and verifies their completeness and validity.
   1. IDs or passports
   2. Authorisations, e.g. power of attorney, apostille or others
   3. Standard or customised articles
   4. List of shareholders
2. The notary reads the formation documents aloud.
3. Managing director and notary sign the commercial register application.
4. Certification
   • commercial register application and
   • custom articles, the appointment of the managing director(s) and the list of shareholders, or
   • standard articles

How long does the notary appointment take?

If you have chosen standard articles, it will usually take half an hour. With custom articles of association it may take longer to read out loud so it may take closer to an hour. Interpreters, additional authorisations or very complex articles may prolong the appointment.

What documents does the notary need?

The founder(s) only need(s) to bring valid identification, i.e. identity card or passport and any powers of attorney for absentees. The articles of association must be made available to the notary before the appointment.

If the company is formed remotely, all formation documents must undergo higher authentication 💬Überbeglaubigung. This means that any notarised documents—such as powers of attorney—must be provided with an apostille or legalisation, and then submitted together with a certified translation.

If a foreign company is joining as a partner, its foreign commercial register extract must also be officially certified before it can be used for the German formation process.

What does the MD’s insurance cover?

As per the GmbH Act, the directors of the new company confirm that there are no circumstances that exclude them from the position of managing directors. Specifically, this refers to the following:

Managing directors must confirm that they have not been convicted, in Germany or abroad, of any of the following offences within the past five years:

• Delay in filing for insolvency in due time
• Insolvency offences (under §§ 238ff StGB)
• Making false statements (under § 82 GmbHG, § 399 AKtG)
• Misrepresentation (under § 400 AktG, § 331 HGB, § 313 UmwG, § 17 PublG)
• Fraud, breach of trust or embezzlement (under §§ 263-264a, §§ 265b-266a StGB)resulting in a custodial sentence of at least one year

In addition, the managing directors confirm by signing that:

• No court judgment or administrative order exists that prohibits them from exercising a profession, trade or business relevant to the company’s business objective.
• They have not, within the past five years, been placed in a detention facility on the basis of an administrative order delaying the effective date of a final judgment.
• The notary has informed them of their unrestricted obligation to provide information to the court under §53(2) of the German Federal Central Register Act.
  They are not subject to any guardianship requiring consent under §1903 BGB.

What can go wrong at the notary appointment?

If you bring all required documents to the notary appointment and everyone who needs to be present attends, the process is usually straightforward and unlikely to run into problems.

As a rule, a notary will refuse to certify the formation documents only if one of the following circumstances applies:

• Identification documents have expired or are invalid.
• Necessary documents are incomplete (e.g. missing powers of attorney or apostille).
• Managing director is absent.
• Founder does not speak sufficient German and no interpreter is present.
• The company name or objective has no prospect of being accepted by the district court.
• Your custom articles either do not comply with legal requirements or were modified after the notary received the draft.

What kind of waiting time should I expect?

How long you’ll wait for a notary appointment varies and depends on factors like location, season and the preferred notary’s workload. In many cases, you can get an appointment within a few days, but availability differs from region to region.

Where can I arrange a notary appointment?

You’re free to choose the location. If notaries in your area are fully booked, you can schedule an appointment in another city or region so your formation isn’t delayed.

How much does a notary appointment cost?

The cost of a notary appointment depends on several factors, including the legal form you are setting up, the amount of share capital, and whether you use the standard articles or fully customised articles of association.

Read more about notary fees of a UG or our guide on GmbH notary costs.

How do I pay the notary fees?

Depending on the notary’s instructions, you’ll have to either pay at the notary’s appointment in cash or you’ll receive a invoice by post or e-mail. Find out in advance how your notary will handle the payment so that you can bring enough cash to the appointment if needed.

I missed the notary appointment: What should I do?

If you know in advance that you can’t make your notary appointment, cancel it as early as possible and schedule a new one. This usually avoids any additional fees.

However, if you decide not to proceed with the formation after the notary has already prepared the documents, you will still have to cover the fees for drafting those documents.

What happens after the notary appointment?

After signing the incorporation documents at the notary’s office, your next step is to open a new business account and deposit the required share capital. Forward the first bank statement to your notary—either in person or digitally. It is required to finalise the commercial register application!

⚠️ Until the registration is complete, all shareholders remain personally liable. Make sure you send the statement to your notary ASAP.

Arranging the notary appointment from outside of Germany

All managing directors must be present at the notary appointment. Shareholders may be represented by the managing directors, but any foreign documents—and their translations—must be certified by an apostille or legalisation. If the founders do not have sufficient German language skills, an interpreter must attend the appointment.

Opening a business bank account can also be challenging for founders based abroad. Usually, traditional banks require all shareholders and managing directors to be physically present when the account is opened. Digital banks offer online identification services. Make sure to check in advance where your planned company can open an account and under which conditions. Read our guide here.