Is it possible to establish a UG online?
The possibility of founding an entrepreneurial company (UG) online was only made possible by legal changes in Germany. In particular, the Act Implementing the Digitalization Directive (DiRUG), which came into force in August 2022, played a central role. Among other things, it amended Section 2 (1a) of the Limited Liability Companies Act (GmbH-Gesetz), which now explicitly permits the online formation of a UG, provided that certain conditions are met.
These conditions primarily cover the manner in which the necessary certifications are carried out:
- Digital document creation: The articles of association can be created electronically and signed digitally by the founders.
- Notarization by video: Notarization can be carried out via video conference, whereby the notary is obliged to verify the identity of the founding parties.
An example of the application of these legal regulations is provided by the online service beglaubigt.de, which facilitates the quick and uncomplicated online establishment of a UG by providing notary appointments. The platform enables entrepreneurs to proceed with the establishment of their UG from anywhere and at any time without having to rely on personal meetings with a notary.
The implementation of these digital processes significantly simplifies the process of setting up a company, which is particularly attractive for founders whose time resources are limited. The digital establishment of a UG also offers the advantage that it is fully recognized by law and enables founders to be quickly entered in the commercial register.
Can a limited liability company (GmbH) also be established online in Germany?
The possibility of founding a limited liability company (GmbH) online was created in parallel with the entrepreneurial company (UG) through the introduction of the Act Implementing the Digitalization Directive (DiRUG). This act enshrined the necessary amendments to the Limited Liability Companies Act (GmbHG) in order to enable the digitalization of the founding process.
Section 2 (1a) GmbHG now explicitly permits the online formation of a GmbH under similar conditions as for a UG.
The main steps for setting up a limited liability company (GmbH) online include:
- Preparation and signing of the founding documents: The founding documents can be prepared digitally and signed electronically by the shareholders.
- Notarization via video conference: The notarization of the articles of association and other relevant documents can be carried out via a secure video conference, during which the notary verifies the identities of the parties involved and ensures compliance with legal requirements.
The service beglaubigt.de also offers the same simple and efficient process for founding a GmbH (limited liability company) that has already been established for UGs (limited liability start-ups). This enables founders to complete part of the founding process online, from making an appointment with the notary to the final entry in the commercial register.
Legal reforms and technological advances in digital notarial practice have made it possible to establish a limited liability company (GmbH) online in a way that is not only theoretically possible, but also practically efficient and legally compliant. This represents a significant step forward in the modernization of German corporate law and greatly facilitates entrepreneurs' access to corporate structures.
Whether you want to establish a GmbH or UG, beglaubigt.de is happy to assist you and simplify the process with online notary appointments. We will arrange an appointment for you with a suitable notary in your area so that you can go through the founding process more quickly and conveniently.
Which steps in the process of founding a UG can be completed online?
The online formation of an entrepreneurial company (UG) simplifies numerous steps that would otherwise require face-to-face meetings and manual processes. Thanks to the Act Implementing the Digitalization Directive (DiRUG), several key aspects of the formation process can now be carried out digitally, enabling companies to be set up quickly and efficiently.
The following steps can be completed online:
- Selecting a notary and scheduling an appointment: Founders can use platforms such as beglaubigt.de to quickly and easily schedule an appointment with a qualified notary who specializes in online start-ups.
- Drafting of the articles of association: The articles of association can be drafted digitally and signed electronically by the founding partners. These digital signatures are just as legally binding as traditional signatures.
- Notarization: The articles of association are notarized via video conference, with the notary verifying the identity of the parties involved and ensuring compliance with legal requirements. This is explicitly permitted by Section 2 (1a) of the German Limited Liability Companies Act (GmbHG).
- Submission of documents to the commercial register: After notarization, all necessary documents, including the articles of association and the application for entry in the commercial register, can be submitted digitally to the competent local court.
This digitization of the start-up process significantly reduces administrative effort and enables entrepreneurs to enter the market more quickly. The use of digital platforms such as beglaubigt.de, which offer all the necessary steps for starting a UG online under one roof, not only speeds up the process but also makes it more transparent and accessible for founders.
If you would like to take advantage of the benefits of partial online incorporation, please send us an request with your project details or contact our support team if you have any questions about our services.
What are the technical requirements for online incorporation?
Several technical requirements must be met in order to successfully carry out an online notarial certification and ensure secure and legally compliant processing. These requirements are particularly important for unequivocally establishing the identity of the parties involved and validly signing the necessary legal documents.
The basic technical requirements include:
Registration and technical equipment:
- The parties involved must be registered on the portal of the Federal Chamber of Notaries.
- A stable internet connection (DSL, cable, LTE) is required to avoid interruptions during the video conference.
- A standard computer (desktop or laptop) with a camera and microphone is required to participate in the video conference.
Identification and document management:
- A smartphone with NFC functionality and a free app provided by the Federal Chamber of Notaries for reading the photo are required to verify identity using the eID function.
- Various forms of eID are permitted for identification purposes, including the German identity card, the eID card for EU/EEA citizens, and the electronic residence permit for third-country nationals, provided that they meet the security standards.
Electronic signature:
- A qualified electronic signature generated during the online notarization via the video communication system replaces the handwritten signatures of the parties involved. No separate signature card or additional software or hardware is required for this.
Two-step verification:
- The first stage of identification is carried out by means of electronic proof of identity using eID.
- In the second stage, the notary compares the appearance of each participant with the photograph transmitted electronically. This ensures that the persons in the video conference correspond to their documented identities.
These technical requirements ensure the necessary security and trustworthiness of the online incorporation process by clearly verifying the identity of the parties involved and ensuring the integrity of the legal documents.
You can find out more about online company formation in this article: The digital notary for Germany – online formation of a GmbH or UG
Do all notaries offer online appointments?
Not all notaries offer online appointments. The availability of online notary services can vary depending on the country, region, and the technical equipment and willingness of the respective notary to use these technologies. In Germany, for example, the Act Implementing the Digitalization Directive (DiRUG) allows notaries to perform online notarizations, but it does not require all notaries to offer these services.
Notaries who offer online appointments must have the appropriate technical infrastructure, including secure video communication technology that complies with legal requirements. They must also ensure that all identification and document handling processes comply with legal requirements.
For those interested in online notarization, it is advisable to contact local notary offices directly or use special platforms such as beglaubigt.de, which are specifically designed to connect users with notaries who offer such online services. These platforms often offer an easy way to check availability and book appointments, which is particularly convenient if traditional notary offices in the vicinity do not offer online services.
Beglaubigt.de takes care of finding a notary for you and arranges an online appointment directly for you. This allows you to take care of more important things while we find the right notary for you. We work with notaries from all over Germany to find you a notary in your area.
What do I need to do to set up a UG?
The establishment of an entrepreneurial company (UG) requires careful adherence to specific steps and legal requirements. This process is made much easier by the advantages of digitalization when it is carried out online with the help of services such as beglaubigt.de. The basic steps for establishing a UG comprise various phases, from planning to legal registration.
Here are the main steps:
- Business plan and capital raising: First, a detailed business plan must be drawn up, covering the business idea, market analysis, financial planning, and capital raising strategy. A minimum share capital of one euro is required to establish a UG.
- Choice of company name and registered office: The company name must be unique and include the legal form designation "UG (haftungsbeschränkt)" (limited liability). The registered office of the company must be legally located in Germany.
- Drafting of the articles of association: The articles of association define the rights and obligations of the shareholders, the management, and the representation arrangements. They must contain specific information in accordance with Section 5a of the German Limited Liability Companies Act (GmbHG) and can be drafted and signed online.
- Notarization by a notary public: The articles of association must be notarized by a notary public. This can be done online via video conference, whereby the notary public must verify the identities of the founding parties.
- Registration with the commercial register: After notarization, the UG must be registered with the relevant commercial register. The registration can be submitted digitally and must include various documents, such as the notarized articles of association, the list of shareholders, and the managing directors' declaration regarding the raising of the share capital.
These steps form the basic framework for founding a UG and have been significantly simplified by the possibility of online processing. Platforms such as beglaubigt.de further facilitate this process by providing quick and efficient access to qualified notaries and ensuring compliance with all legal requirements.
You can find more detailed information about setting up a UG in the following article: Steps for setting up a UG
How much does it cost to set up a UG?
The costs of establishing a start-up company (UG) vary depending on the scope of the start-up activities and the use of additional services. A basic cost breakdown provides transparency for prospective entrepreneurs and facilitates the planning of the start-up project.
Core costs include:
- Notary fees: The costs for notarizing the articles of association by a notary are regulated by law and are based on the share capital of the UG. For a minimum share capital of one euro, these fees amount to approximately 100 to 200 euros, depending on whether additional declarations need to be notarized.
- Commercial register fees: Registering a UG with the commercial register incurs additional costs. These amount to approximately €150 for registering a UG, depending on the local fee schedule of the respective local court.
- Additional services: Legal and tax consulting fees can vary, but are essential for the correct establishment of business structures and tax registrations. These consulting fees usually start at €500 and can increase depending on the complexity of the consulting requirements.
- Costs for digital services: Using online platforms such as beglaubigt.de to make an appointment with a notary and complete the online incorporation process may incur additional, but usually minor, costs. However, these platforms offer the advantage of fast and efficient processing.
The total costs for establishing a UG therefore consist of notary and commercial register fees as well as any costs for additional consulting and digital services. Overall, founders can expect to pay at least €750 if they want to establish a simple UG without extensive additional services.
How long does it take for a UG to be entered in the commercial register?
The duration of the commercial register application for an entrepreneurial company (UG) can vary depending on various factors, such as the competent local court and the current workload of the authority. In general, it can be said that the registration process can be accelerated by using online services and digital processes.
Here are the usual time frames for each step:
- Certification and submission of documents: Once the articles of association have been certified by a notary, the documents required for entry in the commercial register can be submitted immediately. Digitalization makes it possible to send the documents electronically to the register immediately after certification.
- Processing time at the commercial register: The processing time at the commercial register is usually between one and four weeks. This period may vary during periods of high workload or due to regional differences in processing speed.
- Factors that can influence duration:
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Services such as beglaubigt.de help to ensure that the process of document creation and submission runs smoothly and efficiently, which can speed up the entire commercial register entry process. As a rule, founders of a UG can expect it to take a few weeks for their company to be entered in the commercial register and become officially legally competent.
We are happy to assist you with your commercial register registration and arrange an appointment for you with one of our partner notaries. If you would like to learn more about commercial register registration in connection with starting a business, we recommend this article: Commercial register registration for start-ups
Fazit
The establishment of an entrepreneurial company (UG) online represents a significant simplification for founders who wish to register a company in Germany efficiently and flexibly. Thanks to the introduction of legal frameworks such as the Act Implementing the Digitalization Directive (DiRUG), it is now possible to complete the entire process of establishing a UG via digital channels, from drawing up the articles of association and notarization to entry in the commercial register.
The technical requirements for such an online start-up include a stable internet connection, suitable hardware, and the use of specialized software and apps that enable secure and verified communication. Qualified electronic signatures and eID-based identification of the founders contribute to legal certainty and the protection of personal data.
While not all notaries offer online appointments, the number of those using digital technologies to simplify the start-up process is growing. Platforms such as beglaubigt.de play a crucial role by facilitating appointments with qualified notaries who specialize in online start-ups.
In conclusion, it can be said that founding a UG online is a practical and time-efficient option for entrepreneurs who want to enter the market quickly and easily. It reflects the progress made in the digitization of legal processes and makes starting a business more accessible and easier.
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