The EU adopted the Digital Transformation Directive back in 2019. It is intended to simplify the formation of a limited liability company (GmbH) or UG (entrepreneurial company) and the establishment of branches across Europe through the use of digital tools and procedures. The Act Implementing the Digital Transformation Directive (DiRUG) was already passed in July 2021, and the changes will now enter into force on August 1, 2022.
Specifically, it enables onlineFounding of a GmbH (limited liability company), in that the notarial certification of declarations of intent can now also be carried out via video call. Furthermore, qualified electronic signatures will replace the signatures previously required. Information about the participants will be automatically read from the chips in their identity cards or passports. In this way, further certifications – such as the registration of branches or the submission of deeds – will also be possible digitally from August 1. Incidentally, it makes no difference whether the company is founded with cash, where the share capital is paid in cash, or with assets, where tangible assets also serve as share capital.
Further changes due to the Digitalisation Directive
The law also introduces further changes: For example, in the future, registration applications will also be notarized via video communication. The documents created in this way can then be submitted directly by the notary digitally. Furthermore, the publication of registration entries will be simplified by eliminating the need for publication in a separate publication portal. Instead, disclosure will be achieved by making a registration entry available (online) for retrieval for the first time in the respective register.
In addition, in the future, retrieval fees for retrieving data from the commercial register or documents submitted to the register will be waived. Instead, a provision fee will be charged. This will also apply to the registers of associations, partnerships, and cooperatives.
