Digitization directive implemented: GmbH formations now possible online

August 26, 2022 /

The “Digitalization Directive” (EU Directive 2019/1151) calls for the establishment of corporations to be made easier. For example, it should also be possible to form a GmbH online and the mandatory appointment with a notary should no longer be necessary. The Act Implementing the Digitalization Directive (DiRUG) was already transposed into national law in 2021 and will now enter into force on 1 August together with the Act Supplementing the Regulations Implementing the Digitalization Directive (DiREG).

Connected to notary online via video communication

In order to facilitate official procedures in an increasingly digitalized world, cash formations of a GmbH or UG can now also be processed online. Although an appointment with a notary is still required to prevent fraud and money laundering, this can also be held via a specially created video platform of the Federal Chamber of Notaries from 01.08.2022. All necessary declarations of intent will be made via video communication.

This is how the formation of a GmbH works via the video function.

A laptop, a smartphone and an ID document with eID function are required for online registration
To form a GmbH, the client registers online or via the notary app to make an appointment. A notary must be chosen in whose jurisdiction the future registered office or place of residence of a shareholder is located
All parties then dial into the video platform. The notary then checks the legal capacity and reads out the identification documents. To do this, for example, the ID card must be held up to the cell phone with the pre-installed notary app.
This is followed by the certification of presence
The notary generates an electronic signature, which is confirmed via the notary app.

Cash foundation vs. non-cash foundation: What are the differences?

At present, the DiRUG only provides for the option of founding a GmbH in cash. The option of founding a GmbH in kind is only possible from 01.08.2023. But what are the differences? Dr. Klaus Höchstetter explains the differences between cash and non-cash formation.

Cash foundation	Foundation in kind
Deposits are made in cash (or by bank transfer)	Contribution in kind (land, vehicles, machinery)
Can be contributed half	Must be contributed in full
Requires confirmation from the managing director of the availability of the share capital	Expert opinion required for each tangible asset
Possible at any time	Only possible with adapted articles of association

Source:
Cash foundation and non-cash foundation: What’s the difference? (gruender.de; last accessed on 20.08.2022)
GmbH and UG can be founded online from August 1, 2022 (brak.de; last accessed on 20.08.2022)
GmbH formation possible from home since 1.8.2022 (haufe.de; last accessed on 20.08.2022)

Image source:
Adobe Stock 238342783 by MQ-Illustrations

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