EUROPE
Germany to allow more companies to set up online

Following negotiations that went well after midnight, the Bundestag adopted a bill in the early hours of Friday (24 June), allowing more companies to register online.

Read the original article in German.

The bill was adopted to supplement the laws transposing the EU Digitalisation Directive in the early hours of Friday (24 June).

With it, the online certification of commercial register applications will be expanded, and restrictions previously applied to some legal entities will be removed. Certification will also be made possible via video call.

“We are ensuring (…) that within the framework of digitalisation, we have the possibility via notaries – in company law, in constitutional law, in the law of associations – to proceed in the way the future coalition of the traffic light has envisaged,” Otto Fricke, rapporteur of the Bundestag’s legal affairs committee, told lawmakers before the vote.

By making it much easier to set up a company, the bill is in line with the coalition agreement in which the digitalisation of company law is firmly laid out.

An overwhelming majority in the Bundestag approved the bill. In opposition, the Conservatives and the Left joined the governing parties to back the bill.

Changes

Before the bill was adopted, only sole traders, limited liability companies and public limited companies were to use the online certification system on the commercial register.

Now, commercial partnerships, including the limited partnership known as the GmbH & Co. KG, can be set up entirely online.

According to the new bill, this should lead to cuts in bureaucratic costs resulting from information requirements of around €813,000.

Registrations in the register of partnerships, cooperatives and associations should also be feasible.

In the future, it should also be possible to apply the notarial procedure for online certification to unanimously adopted resolutions amending the articles of association, as well as to the formation of limited liability companies and powers of attorney for the formation of companies.

This step, meant to enable digital interaction, communication and legal acts, is “right and overdue” and will save time and resources, Maximilian Funke-Kaiser, digital policy spokesman for the parliamentary group of the liberal FDP, told EURACTIV.

“Having to appear in person purely physically and then having to provide written clarifications and confirmations no longer fits the times and does not fit a modern and digital society,” Funke-Kaiser said.

An amendment, which was kept in the final text, was also tabled on Wednesday (22 June) by the parties in the coalition to ensure greater flexibility when selecting notaries for certification via video call, especially for limited liability companies and commercial partnerships.

Accordingly, a partner’s domicile or registered office is also to be considered the local connecting factor for the activity of a notary.

Background

In 2021, the Bundestag passed a law to implement parts of the EU directive amending a directive on using digital tools and procedures in company law but decided to exclude some legal entities.

The law and the new supplementary text will come into force on 1 August this year.

“Otherwise, there would be a value contradiction in that you can set up a general partner GmbH online from 1 August 2022, but then you would have to carry out the commercial register application of the limited partnership in person,” a rapporteur told EURACTIV.

In its resolution recommendation of June 2021, the Bundestag’s legal affairs committee already called for the online certification procedures to be expanded and for further processes of company and register law requiring certification to be examined.

This was not previously included via the Act Implementing the Digitalisation Directive because, according to the committee, this would have triggered an obligation to conduct a notification procedure with the EU Commission.

[Edited by Oliver Noyan/Daniel Eck/Alice Taylor]

Source: Euractiv.com

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