Expansion of notarial online procedures
The current range of online notarial procedures in Germany will be expanded on August 1, 2023: From now on, unanimous shareholder resolutions such as amendments to the articles of association or capital measures at a GmbH can also be notarized online. Association register registrations are now also possible digitally. "This marks the next milestone in the digitalization of the notary's office," says Prof. Dr. Jens Bormann, President of the Federal Chamber of Notaries, welcoming the expansion of online notarial procedures. Since August 1, 2022, GmbHs and UGs (haftungsbeschränkt) can be founded online before a notary. Register applications in the commercial, partnership and cooperative register have also been possible online for a year now.
Following the successful introduction of online notarization procedures in 2022, the statutory scope of application of online procedures in company law will be extended on 1 August 2023: Applications to the register of associations can now also be made digitally. The legislator also permits the formation of a GmbH with a contribution in kind (formation in kind) using the online procedure, as well as subsequent transactions requiring notarization, such as unanimous resolutions to amend the articles of association or on capital measures (increases or decreases in share capital). The necessary takeover declaration by the shareholders can also be made digitally.
Citizens no longer have to visit the notary on site for the aforementioned processes. Instead, the notarization or certification can be carried out in a video conference with the notary from anywhere. A smartphone with the free notary app, a computer or tablet and a valid ID and photo document are required.
The notarial online procedures in Germany meet the highest requirements for data protection and data security, so that the confidentiality of the data is guaranteed in the same way as when visiting a notary on site. This is because the video communication system approved in Germany is operated by the Federal Chamber of Notaries and therefore under state administration (available at: https://online.notar.de), so that the sensitive data of the population is protected and the highest level of integrity is guaranteed.
Identification also meets the highest security level. For this purpose, the online function of the ID card is used, which is read out with the notary app via the smartphone. All the data required for identification is read directly from the chip on the ID card, checked for technical manipulation and then made available to the notary. In addition, the photograph is also read from the official ID card at the notarization appointment and a comparison is made by the notary (two-stage identification procedure). "In contrast to the much-criticized video identification procedure, in which the ID document is only held up to the camera, it is not possible to fake a false identity. In this way, we can also prevent identity theft and money laundering in the digital world," says Bormann. Transparency in corporate legal transactions and the fight against money laundering and terrorist financing are of central importance for Germany as a business location, especially in times of Russia's attack on Ukraine and increasing organized crime.
Digital solutions in the notarial sector in other countries do not achieve this level of legal certainty. The video platforms there, such as in Austria, are often operated by private companies that are not subject to state supervision. For identification purposes, these providers often only require an ID card to be held up to the camera. The documents created in this way are therefore rightly not recognized in Germany, and consumers therefore run a high risk when using such services.