WISSENSWERTES | 06.07.2022
Online Formation of a Company with Limited Liability Possible in Germany as of 1st of August 2022
According to the new Section 2 para. 3 Limited Liability Company Act, which was introduced by the Act Implementing the Digitalisation Directive (2019/1151/EU) of 5th of July 2021, the online formation of a company with limited liability (GmbH) and entrepreneurial company (UG) in case of contributions in cash is possible.
The notarisation of the shareholders’ resolutions required for the formation takes place by means of video communication with a notary. The necessary identification of the participants is carried out by the notary by reading the photographs from the chip of the identification documents of the participants. A qualified electronic signature of the shareholders replaces the original signature.
The declarations and registrations of the managing director with the commercial register required to be publicly certified in connection with the formation of the GmbH or UG can also be made by means of video communication with a notary, in which the notary certifies the qualified electronic signature of the managing director. Thus, the personal appearance of the managing director at the notary is no longer required.
The Act Implementing the Digitalisation Directive will enter into force on 1st of August 2022.
The German legislator intends to create further simplifications with an act supplementing the Act Implementation the Digitalisation Directive. The draft presented so far provides, among others, that from 1st of August 2023 the formation of a GmbH in case of contributions in kind as well as shareholders’ resolutions to amend the articles of association and corporate actions can be notarised online by means of video communication.