Since January 1, 2019, the Electronic Notarial Form Establishment Act (ENG) has made it possible to create an electronic notarization in connection with the establishment of a limited liability company (GmbH). However, the legislature continues to insist on the notarial deed per se, but permits the use of electronic forms of communication.
The reform makes it possible for notarial deeds to also be drawn up as electronic notarial deeds using electronic means of communication in accordance with technical requirements.
This greatly simplifies the process of establishing a limited liability company (GmbH) in Austria and lays the foundation for the legitimate process behind beglaubigt.de. The following section takes a closer look at the legislation, focusing primarily on Sections 4 (3) GmbHG, 69b, and 79 NO.
The digital formation of a limited liability company (GmbH) through the Electronic Notarial Form Formation Act (ENG) with the involvement of beglaubigt.de
The introduction of the Electronic Notarial Form Founding Act (ENG) marks a significant turning point in the digitization of German corporate law. This law enables the fully digital formation of a limited liability company (GmbH), which increases process efficiency and significantly simplifies the start-up phase for entrepreneurs. Platforms such as beglaubigt.de play a central role in this by providing the necessary notarial services digitally.
Goals and innovations of the ENG
The main objective of the ENG is to accelerate and simplify the process of establishing companies in Germany. By digitizing the necessary steps—from notarizing the articles of association to submitting them to the commercial register—time and economic barriers for founders are reduced.
Key elements of the digital start-up process
The digital formation of a limited liability company (GmbH) involves several key aspects:
- Digital notarization: Notarial procedures can be carried out via secure digital channels, eliminating the need for face-to-face meetings.
- Online identification: Founding members can verify their identity online, making the process more flexible and accessible.
- Electronic submission: The founding documents can be submitted directly and digitally to the commercial register, which reduces processing time.
The role of beglaubigt.de
beglaubigt.de supports the digital formation of limited liability companies (GmbH) by providing a platform for the necessary notarial services. This includes digital notarization and secure online identification. By using beglaubigt.de, founders can take full advantage of the ENG and significantly speed up the process of establishing their limited liability company.
Advantages of digital start-ups
There are many advantages to setting up a digital limited liability company:
- Efficiency: The digital process saves time and resources.
- Cost savings: Reducing the number of physical documents and trips to the notary reduces start-up costs.
- Accessibility: Digital processing enables founders to operate independently of their location.
future prospects
The implementation of the ENG and the availability of services such as beglaubigt.de are decisive steps toward a modern and digital business landscape in Germany. These developments not only contribute to simplifying the process of establishing a limited liability company (GmbH), but also set a standard for the digitization of other legal processes.
Adapting the legal framework and developing secure digital infrastructures remain challenges. However, with advancing digitalization and the support of platforms such as beglaubigt.de, the digital formation of limited liability companies will increasingly become the norm, which will have a positive impact on the start-up culture in Germany.
For specific services related to the formation of a limited liability company (GmbH) and digital notarial services, beglaubigt.de offers valuable resources and support that significantly simplify and accelerate the formation process.
Amendments to Section 4 (3) GmbHG
In the old version of the Limited Liability Companies Act, the process was prescribed as follows:
"The partnership agreement must be in the form of a notarial deed. Signing by authorized representatives requires a special, certified power of attorney issued for this specific transaction, which must be attached to the agreement."
With the reform of the notarial profession, the wording has now been revised and is as follows:
"The partnership agreement must be in the form of a notarial deed, which may also be drawn up electronically using electronic means of communication (Section 69b NO). Signing by authorized representatives requires a special certified power of attorney issued for this individual transaction, which must be attached to the agreement."
Summary of the reform
- Digital GmbH formation is now possible remotely via digital communication channels
- Legitimacy of Beglaubigt.de pursuant to Sections 4 (3) GmbHG, 69b and 79 NO
- Video conferencing, digital signatures, and VideoIdent can be used to facilitate the process.
- Future notarial deeds with direct data available for reuse
The Austrian limited liability company (GesmbH)
Similar to Germany, it is also possible to establish a limited liability company in Austria. In Austria, this is also abbreviated as GesmbH or Gs.m.b.H. However, unlike in Germany, the share capital is set at EUR 35,000.
Minimum content of the articles of association
The minimum content of the articles of association is specified in § 4 GmbH. The following data points are therefore mandatory for creation:
- Firma
- Sitz
- Subject
- Share capital with capital contribution (amount to be paid by each shareholder)
- Management, representation
- General meeting and resolution
- appropriation of profits
- Seizure rights and minority rights
Share capital for establishing a limited liability company (GmbH) in Austria
Unlike in Germany, the minimum share capital is €35,000, of which at least 50% (€17,500) must be paid in cash upon formation. This is regulated in Sections 6 and 6a of the Austrian Limited Liability Companies Act (GmbHG).
Establishment of the limited liability company
The establishment is deemed complete upon final entry in the commercial register (constitutive entry pursuant to Section 2 GmbHG). The following must be enclosed with the application for entry in the commercial register:
- certified registration application
- notarized partnership agreement
- Certified shareholder resolution on the appointment of managing directors
- Sample drawings of the managing directors (certified by a notary or district court)
- Bank confirmation of cash deposit
- Certificate of no objection from the tax office
- Declaration of new establishment or transfer of business
Thanks to the Electronic Notarial Form Establishment Act (ENG), this can now be done entirely digitally. Founding parties can now carry out this process remotely and establish a limited liability company (GmbH) in Austria entirely digitally.
The act of founding a digital limited liability company
Thanks to Beglaubigt.de, the formation of a limited liability company (GmbH) can now be carried out completely digitally and legally valid. The basis for this is §69b Notary Regulations. Beglaubigt.de digitizes the entire process, which previously could only be carried out in person and manually. This means that the data room containing all the documents required for the formation of the company is managed online, as is the customer file of the parties involved. Identity verification is also carried out digitally and can be performed from any location, which also increases the security of the process. Scanning or even sending copies by email is no longer necessary.
The final step is online certification and notarization. For this purpose, beglaubigt.de provides a video conferencing tool in which all parties must participate. The notary then executes the deed via video and audio tools by reading out the partnership agreement, using the prepared digital data room. In the final act, the partnership agreement is now released for digital signature – this is also done purely digitally via the QES (Qualified Electronic Signature) procedure.
Once all parties have successfully signed digitally, all metadata relating to the process is made available to the notary and certified electronically. The act of digital GmbH certification is complete.
The liquidation of a limited liability company (GmbH) should also be taken seriously by founders. You can find out more about this topic in a follow-up article.
Start-up costs for an Austrian limited liability company (GmbH)
In Austria, start-up costs are mainly based on the share capital. The Start-up Promotion Act (NeuFÖG) eliminates fees for the commercial register, for example. However, this overview provides an initial impression of the costs that cannot be avoided:
- 100 euros in taxes
- 600 euros in notary fees
- 31 euro filing fee for the commercial register
- 272 euros registration fee for the commercial register
business registration
In addition to establishing a limited liability company (GmbH), you must also register your business. There are licensed, regulated, and unregulated businesses. You can register your business either via beglaubigt.de or via the Austrian Business Information System.
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