On August 1, 2022 legislation came into effect that allows companies to be incorporated online in Germany. This was made possible by the law implementing the Digitization Directive (2019/1151/EU) („DiRUG"). This is another step toward the digitization of courts and offices, but also the implementa-tion of digital legal services.
From the 1st of August, digitally connected founders will be treated as if they were present on-site at a notary’s office. This is undoubtedly a huge convenience for companies whose founders are scattered around the world. In order to set up a company online, all you will need is a computer, tablet or smartphone with access to the web. The registration procedure does not involve installing additional applications. In fact, the German Founders Portal of the Federal Notary Chamber (German: Gründerportal der Bundesnotarkammer) has been adapted for establishing companies via the web.
Companies – GmbH and UG – can be registered online from now on, and only with a cash contribution. Entrepreneurs planning to operate in the form of companies such as AG (German: Aktiengesellschaft) or KgaA (German: Kommanditgesellschaft auf Aktien) or shareholders wishing to make so-called “in-kind” contributions will not be able to use the online procedure for the time being and will still have to go through the traditional registration process.
Who will be able to take advantage of the new regulation? Will the procedure also cover people from abroad?
Through the online system, it is possible to establish one-person, as well as multi-person limited liability companies, whose founders can be individuals and legal entities. Registration of the company online can be done directly by the founders or through a proxy. Foreign powers of attorney may also require legalization or apostille.
What does it look like to establish a company online in Germany?
Registration of the company online can be done directly by the founders or through a proxy. Foreign powers of attorney may also require legalization or apostille.
What solutions are in place to guarantee the cyber security of the incorporation process?
For registration, the protection of communications between the notary and the parties involved will be ensured, as well as the exchange of required documents. For online certification. To use it, users need a computer with a camera and microphone. The notary will communicate with the parties to the deed using this live video communication system and read the deed as part of the online authentication.
Will it be possible to register companies in mixed form – with a personal appearance and simultaneous use of the online system for the participation of other shareholders in the incorporation of the company?
Section 16e of the BeurkG (German: Beurkundungsgesetz) allows for the possibility of a mixed form of incorporation of companies, with the personal appearance of some shareholders before a notary public to conclude the articles of association and the simultaneous use of the online system for the participation of other shareholders in the incorporation. In practice, this means that one of the parties to the deed is physically present at the notary’s office, while the other is connected through a video communication system.
The new procedure is certainly an important moment toward the digitalization of the legal system. The primary goal is first and foremost the speed of handling matters, without compromising efficiency. Establishing a company in Germany via the Internet is a huge convenience for those doing or expanding business in Germany. While in the past the handling of matters required a personal appearance, as of August 01, 2022 this is done online and then confirmed in an online notarial procedure.
The law firm GRAU Rechtsanwälte PartGmbB, which specializes in business law and has been assisting Polish and foreign clients for many years in establishing companies in Germany, especially subsidiaries of Polish companies, will be happy to advise you on the establishment of a company online.
