Digital incorporation from August – online to the notary

You can already complete many of the steps involved in setting up a company online. Since August 1, 2022, a GmbH and UG (haftungsbeschränkt) can also be founded online. The entire incorporation process, including going to the notary, can be completed online. You can find out how to set up a GmbH online in the following article.

New law enacted for digital start-ups

In order to be able to found a GmbH online, an “Act on the Implementation of the Digitisation Directive (DiRUG)” was drafted. The Federal Ministry of Justice and Consumer Protection has thus fulfilled its objective of implementing the requirements of Directive (EU) 2019/1151 in Germany with legal effect.

Online GmbH formation

The online notary procedure was introduced on August 1, 2022. The basis for this is the draft law from 2021, in which the Federal Cabinet decided that in future GmbHs may also be founded without going to a notary in person. Notarisation can take place entirely without the founders. This saves you a lot of time and speeds up the entire start-up process. Entry in the commercial and cooperative register is also much quicker online.

Online notary appointment – advantages and disadvantages

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

After consulting with the parties involved, the notary goes through the articles of association and has this contract signed electronically by all shareholders and managing directors of the new GmbH at the end of the video appointment. The notary then uses this contract to initiate the next steps.

The biggest advantage of this procedure is the time saved. You can set up a GmbH from virtually anywhere and the notary can act more quickly as a result. The commercial register entry is also completed quickly online so that you can start your business activities quickly.

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

Forming a company online with a notary has advantages, but also a few disadvantages. Both are briefly compared in the following table.

Advantages

• Business start-ups are completed much faster
• Personal appearance at the notary is no longer necessary
• This saves high travel costs, especially for international founders
• Germany is becoming more attractive for start-ups

Disadvantages

• Lack of personal advice on site
• Possible risks of data misuse
• Low additional costs

If you prefer personal contact and advice on site, you can of course still instruct a notary to found a GmbH in person at a face-to-face meeting. However, the digital foundation is useful for anyone who has less time and does not want to make an appointment on site first.

Book a notary appointment online

If you would like 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 go the digital route. Not every notary in Germany is currently technically up to date and can handle appointments with their 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 process. Alternatively, you can of course ask a local notary of your choice whether they will soon be offering the procedure online.

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. The first step in setting up a company online is to register using a smartphone app.
2. In the next step, all shareholders and managing directors must identify themselves using the eID function on their ID card.
3. All information and documents required for the incorporation process are then exchanged online with the notary.
4. This is followed by the video conference for the notarisation, in which all participants see each other.
5. The notarisation certificate is now signed by electronic signature and is therefore legally valid.

You can find more information about founding a GmbH or UG (haftungsbeschränkt) online here.