Digital Foundation From August 2022 - With Online Notary

Today, you can already complete many steps of company establishment online. Since 1st of August 2022, a GmbH and UG (limited liability company) can also be founded online. The entire formation process, including going to the notary, can be completed online. In the following article you will find out how to form a GmbH online.

New Law Enacted for Digital Incorporation

In order to be able to establish a GmbH online, a "Law on the Implementation of the Digitalisation Directive (DiRUG)" has been drafted. With this, the Federal Ministry of Justice and Consumer Protection has fulfilled the goal of implementing the requirements of Directive (EU) 2019/1151 in a legally binding manner in Germany as well.

Online GmbH Incorporation

The online notarial procedure was introduced on 1st of August 2022. The basis for this is the draft law from 2021, in which it was decided by the Federal Cabinet that in the future, GmbHs may also be founded without going to a notary in person. The notarial certification can take place completely without the founders. This saves you a lot of time and speeds up the entire formation process. The entry in the commercial and cooperative register can also be made much faster online.

Online Notary Appointment - Advantages and Disadvantages

The appointment with the online notary is planned and realised in a very modern way by video conference. The Federal Chamber of Notaries has developed a video communication system for this purpose: All participants must identify themselves in advance via an eID-capable identity document. The online appointment otherwise runs like an on-site appointment.

After consulting with the participants, the notary goes through the articles of association and has this contract electronically signed by all shareholders and managing directors of the new GmbH at the end of the video appointment. With this contract, the notary then initiates the further steps.

The biggest advantage of this procedure is that it saves time. You can set up a GmbH virtually from anywhere and the notary can thus act faster. The entry in the commercial register is also done online, so that you can start your business activity quickly.

Currently, the possibility of founding a company online only applies to founders who have chosen the legal form of a GmbH or UG (limited liability company). In future, however, this will also be possible for other legal forms. Among others, for other corporations, sole traders, but also for cooperatives and others.

Online company formation at the notary has advantages, but also a few disadvantages. Both are briefly compared in the following table.

Advantages

• Company formation is much quicker
• Personal appearance at the notary's office is no longer necessary
• International founders in particular save on high travel costs
• Germany becomes more attractive for founders

Disadvantages

• Personal advice is lacking
• Possible risks of data misuse
• Low additional costs

If you prefer personal contact and on-site advice, you can of course still commission a notary to form a GmbH in person at a face-to-face appointment. However, digital formation makes sense for all those who have less time and do not want to make an appointment on site first.

Booking a Notary Appointment Online

If you want to book a notary appointment online, you must first check whether the notary already offers company formations in this way. You should find an online notary who is familiar with company formations and is willing to handle the process digitally. Not every notary in Germany is currently technically up to date and can handle appointments with his clients online.

Digital Incorporation - Find a Notary Online

If you want to find a notary online, online business directories are ideal. Here you can search specifically for a notary who works as an online notary in Germany and is therefore already familiar with the procedure. Alternatively, you can of course ask a local notary of your choice whether he or she will soon be offering the procedure online.

This Is How the Online Formation of a UG (Haftungsbeschränkt) Or Gmbh Works

Proceed as follows if you want to set up a UG or GmbH online:

1. First of all, you need to register via smartphone app to set up a company online.
2. In the next step, all shareholders and managing directors must identify themselves using the eID function of the identity card.
3. All the information and documents required for the formation process are then exchanged online with the notary.
4. Now comes the video conference for the notarisation, where all participants see each other.
5. The certification document is now signed by electronic signature and is thus legally valid.

You can find more information on the online formation of a GmbH or UG (limited liability company) here.