It will no longer be required to visit a German notary in person to establish a limited liability company and have it entered in the commercial register or in the register of associations. Now, a draft law that has been approved by the German federal cabinet will allow for an online procedure for this purpose. But of course, notaries will have to have the appropriate video communication equipment available. With this, they will then also have to issue documents such as an electronic ID card.
The draft law provides for a number of new regulations intended to implement the EU’s directive on digitization. Because the directive stipulates, for example, that essential company information has to be available for free, the fees for retrieving information from the commercial and cooperative registers are to be eliminated in the future. Furthermore, annual financial statements of companies will no longer have to be published in the Federal Gazette, but will only have to be published by being posted in the company register.
The draft law still requires the Bundestag’s approval.
Online Incorporation of Limited Liability Companies and Other Online Procedures for Applications to the Register of Corporations
To make the online incorporation of limited liability companies possible, the legal framework for the notarial certification of declarations of will by using video communication will be created. In addition, the public certification of qualified electronic signatures by using video communication is intended to be made possible by German notaries. In this way, even the registration of branches and the submission of deeds and information can be dealt with completely online.
Regulations Regarding the Disclosure of Information in the Register and Regarding Fees
Due to the provisions of the directive on digitization, the disclosure of deeds and information must no longer depend on publication in a separate official gazette or portal in the future. Thereafter, the existing publication system and the existing disclosure structure are to be modified to the effect that separate publication of register entries in a publication portal is no longer required. In future, register entries will be made public by being made available for retrieval (online) in the appropriate register for the first time.
In general, retrieval fees will not be charged in the future. For the sake of consistency, this will also apply to the register of associations, the partnership register and the register of cooperatives. But it will not be possible to go completely fee-free. In future, the costs of providing this data are planned to be compensated by charging a retrieval fee.
Improved Cross-Border Information Exchange via Branches
The cross-border information exchange will also be made easier. In future, information on foreign branches in another EU member state or a contracting member state of the EEA will also have to be entered in the commercial register by a corporation with its registered office in Germany.
The filing and registration of branches in Germany will be made easier as well.
As part of the implementation of the directive on digitalization, regulations on the cross-border information exchange on disqualified managing directors will be introduced for the first time. This is intended to prevent abuse of existing appointment obstacles. In the future, this information exchange will serve, on the one hand, to take into account domestic appointment obstacles for the appointment of managing directors of corporations in other EU member states or EEA contracting states. On the other hand, this works inversely in Germany. The consideration of appointment obstacles or respective information from other member states or contractual states is thus facilitated.
Practice Tip:
It seems as though the implementation of the directive on digitization will make things a lot easier in the future regarding company law. Whether it will actually become more affordable and less inconvenient remains to be seen. It will become harder for unrighteous people to incorporate companies in the future, and this is to be welcomed.
You can find further advice on this and other topics of corporate law on my Youtube-Kanal „Recht hat er!“.
