Online GmbH incorporation possible in Germany as of 01 August 2022

From 01 August 2022 there will be the possibility to establish GmbHs in Germany online without visiting a notary on site

Germany: The law, which was enacted as part of the implementation of the EU Digitalization Directive, contains a number of innovations in the area of digital procedural law.

In particular, the legal framework conditions for the notarial certification of declarations of intent by means of video communication are created to enable the online formation of the GmbH.

Furthermore, the public certification of qualified electronic signatures by means of video communication by notaries is to be made possible, whereby the registration of branches and the submission of deeds and information can also be done completely online.

There will also be a conversion of the register portals and the retrieval of register data will be simplified. In addition, the cross-border exchange of information on branches in other EU states will be improved and, in particular, the registration of branches will be simplified.

Initially, however, the possibility of online formation will be reserved for so-called cash formations, where the share capital is raised in cash. The scope of application will only be extended from 01 August 2023, and will then also include non-cash formations where the share capital is provided in the form of objects, for example.

From next year onwards, the passing of resolutions within the circle of shareholders will be further simplified. Even though simple resolutions were already partly possible in video conferences or by e-mail, resolutions that were to amend the company’s articles of association had to be notarised in person.
From 1 August 2023, shareholder resolutions amending the articles of association — which must be passed unanimously — can also be notarised online. This also applies to capital measures such as capital increases or decreases as well as the corresponding takeover declarations.

We assume that these innovations will make life considerably easier for our clients based abroad in particular — provided that the necessary digital identification options are available in each case — due to the flexibility gained and will further accelerate the processes relating to company formations in Germany.

Source: Law on the implementation of the Digitalization Directive (DiRUG)

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