As of August 1, 2022, regulations are in force in Germany that allow the establishment of a GmbH (limited liability company) and UG (simplified form of LLC) entirely online, without the need to visit a notary. The new regulations (Gesetz zur Umsetzung der Digitalisierungsrichtlinie), i.e., the Act implementing the Digitalization Directive, provide not only for the possibility of fully remote establishment of a GmbH/UG, but also for making certain filings with the commercial register operating in Germany.
In connection with the introduced changes, an IT system has been prepared through which parties will perform notarial activities necessary to establish a GmbH company. The IT system is available at https://online-verfahren.notar.de/ov/
Two language versions are available: German and English. The website contains additional extensive information about the functioning of the new regulations and the system itself.
In short, the parties should register in the system, where they will specify what activity they plan to perform, the date, and which notary. Identification of the parties will be done in two steps: first based on e-ID (electronic identity card) and second by the notary, through comparison of the party’s photo (linked to the e-ID) with their online image in the system. Signatures under the notarial deed will also be collected electronically, and no paper document will be prepared from the deed itself, only electronic confirmation.
Interestingly, a mixed form of the founding document is provided where some persons participate remotely and some in person before the notary. A special mobile application is also available on the system website: Notar-app.
As a reminder, the traditional way of establishing a GmbH requires the presence before a notary, preparation of the founding document, confirmation of the company agreement, and appointment of the first company bodies.
It is worth mentioning that online notarial activities are already available in the Netherlands, among others. There it works somewhat differently – without prior registration – but efficiently.
The system introduced from August 1, 2022 in Germany does not currently provide for the possibility of amending the company agreement, but it is already planned that such functionality will be active from August 1, 2023.
The implementation of this solution fulfills obligations arising from Directive (EU) 2019/1151 of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.
Paweł Osiński
Attorney specializing in supporting Polish entrepreneurs in German-speaking markets (Germany, Switzerland, Liechtenstein).
Contact: office@osinski-legal.com