Establishing a company Digitally

Due to the implementation of the EU Digitalisation Directive (DIRUG), the formation of a GmbH or a UG (limited liability) as well as commercial registry applications will also be possible in the notarial online procedure, i.e. digitally, as of August 1, 2022. Do you think you will be able to act "electronically"?       

This approach applies to cash incorporations, where the share capital is transferred to the business account in euros. In the event that contributions in kind are to be made to the GmbH, founders can initially only establish the company on site at the notary's office. If you are not in Germany, then it makes sense to be represented by us.

Personal requirements

The following personal requirements are necessary:

• Registration via the portal of the Federal Chamber of Notaries for the exchange of documents between founder and notary public German electronic identity card.
• Sufficient identification:
  1. Alternatively, an eID card for EU/EEA foreigners
     or
  2. an electronic residence title for third-country nationals,
     each respectively including the respective PIN.
• The online ID function has to be activated in advance.
• It must be possible for the notary to read out the photograph from your ID.
• Signatures are replaced by qualified electronic signatures A qualified electronic signature (QES) is a form of certificate regulated by Regulation (EU) No. 910/2014, which replaces the handwritten signature in legal transactions. You proceed as follows:
  1. Select a suitable certification service from e.g. d-Trust. Link for more background information: Qualified electronic signatures according to the eIDAS standard
  2. Register there.
  3. Organize the necessary hardware and software.
  4. You can then add a digital signature to your document.

Technical requirements

These technical requirements are necessary for the online procedure:

1. a stable internet connection,
2. Laptop or tablet with camera and microphone,
3. Smartphones that can read the ID card with an app. E.g. AusweisApp2 Link to download: https://www.ausweisapp.bund.de/en/download.

Mixed Notarizations

In addition to the notarization of the articles of association, the incorporation can also include resolutions such as the appointment of the managing director. Mixed notarizations, i.e. shareholders on site at the notary as well as digitally connected via the video communication system are also permissible.

The complete incorporation process can therefore be done online.

Choice of the Notary

However, the notary cannot be freely chosen for digital incorporations. The jurisdiction of the notary is determined by the registered office of the company or the place of residence of a shareholder or managing director. In certain cases, the notary may refuse the online procedure. These would be, for example:

1. no certainty about the identity of a party.
2. Doubts about the legal capacity of the party.
3. substantive grounds
4. Digital commercial register applications

In addition to incorporations, as of August 1, 2022, it will also be possible to file applications for the commercial register of sole proprietorships and corporations through online notarization by a notary public.

Users can access the company data stored in the commercial register without paying a fee. However, the companies registered in the commercial register are charged a provision fee, which they have to pay in addition to the fees for the entries in the register.

Branches of European Companies

Since August 1, commercial register applications of branches of limited liability companies in both forms, i.e. GmbH and UG, or of European corporations have also become possible via the online procedure.