DiRUG

The DiRUG transposed EU Directive 2019/1151 of July 2019 into German law. The directive aims to facilitate digital tools and procedures in company law.

Initially, the implementation through DiRUG followed the minimum requirements set out in the directive. The legislative changes made it possible to incorporate limited liability companies (“GmbH”) and entrepreneurial companies (“UG”) online. The online formation of a GmbH was initially limited to incorporations involving cash contributions. The notarization required for an incorporation can be carried out by means of video communication. Online registration in the commercial register is also available for certain legal entities.

Criticism of DiRUG

DiRUG was widely criticized for being too limited in its approach to the digitalisation of procedures. In response, an amendment to the Act implementing the Digitalization Directive (DiREG) was introduced shortly thereafter. In line with suggestions put forward by BDI during the consultation process on DiRUG, one of the key elements of the supplementary legislation was the extension of online procedures to GmbHs.

Amendments through DiREG

While DiRUG only allowed the online formation of a GmbH through cash contributions, DiREG extended this option to include contributions in kind. However, this does not apply where the transfer of the assets in question is itself subject to mandatory notarization, as is the case, for example, with real estate.

The BDI also proposed permitting amendments to articles of association through online procedures. This proposal was incorporated into DiREG. As a result, resolutions amending articles of association, including capital measures, can now also be carried out online.

DiREG also expanded the possibility of online registration with the commercial register to all legal entities. Registrations with other registers, including the association register, partnership register, and cooperative register, can likewise be carried out online.

The BDI achieved another important success regarding territorial restrictions on notarial activities conducted via video communication:

Under the original DiRUG proposals concerning the German Federal Notarial Code (“BNotO”), parties would have been required to use the services of a notary with a local connection either to the parties involved or to the subject matter of the transaction. Companies would have been obligated to engage a notary whose official district covered the planned registered office of the company or branch. With this restriction, stricter requirements would have applied to the online procedure than to the in-person appearances before a notary. It would also have forced companies to end long-standing relationships with trusted notaries familiar with their internal processes and corporate structures.

Also, for foreign companies seeking to establish business in Germany, the proposed restrictions would have created significant challenges due to language barriers . Allowing companies to choose their notary freely enables them to engage a notary who speaks their language or is at least proficient in English.

The BDI successfully advocated for the removal of territorial restrictions on notarial activities conducted by video communication. Consequently, since the entry into force of DiREG, a company’s intended registered office no longer determines which notary may be chosen.

EU Directive on Expanding the Use of Digital Tools and Procedures in Company Law

The European legislator has also acted by supplementing EU Directive 2019/1151. The Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending Directives 2009/102/EC and (EU) 2017/1132 regarding the expansion and optimization of digital tools and procedures in company law was published in the Official Journal on 10 January 2025.

The objective of the amending directive is to make company data accessible more easily, enhance trust and transparency in companies across all Member States and create more interconnected public administrations.
The directive introduces, among other things, the following innovations in company law:

1. Article 13g (2a): European registers will exchange corporate data that has already been entered through the Business Registers Interconnection System (BRIS).
2. Article 16c: Introduction of a Digital EU Power of Attorney. Companies may use a standardized digital EU power-of-attorney template within the directive's scope when authorizing a person to represent the company in proceedings in another Member State. This measure reduces the need for apostilles on corporate documents and translations in cross-border procedures.
3. Article 16b: Introduction of an EU Company Certificate, containing information such as the company's name, legal form, registered office, and corporate purpose.

The BDI welcomes the directive and the EU legislator's continued efforts to digitalize company law. It facilitates cross-border legal transactions for businesses and strengthens confidence in the European internal market. The harmonization of standards and interconnection of registers also enhances transparency.

Act Expanding Online Notarial Procedures in Company and Register Law

On 15 October 2026, the German “Bundestag” adopted the Federal Government's draft legislation entitled “Act Expanding Online Notarial Procedures in Company and Register Law, Digitalizing the Certificate of Good Conduct, and Extending the Application Deadline for Compensation Claims by Soldiers Due to Service-Law Disadvantages” (21/4782). The adopted version was based on amendments made by the Bundestag's Legal Affairs Committee (21/8596).

Among other things, the legislation expands online notarial procedures to include:

• the incorporation of stock corporations (“AG”) and partnerships limited by shares (“KGaA”);
• founders’ resolutions on the appointment of the first supervisory board and the first auditor for the first full or short financial year;
• powers of attorney for registrations with the commercial register, company register and partnership register;
• powers of attorney for voting at shareholders’ meetings of GmbH; and
• powers of attorney for declarations relating to the acquisition of GmbH shares.

Following an initiative by the governing coalition, the final version also extended online notarial procedures to the transfer of GmbH shares. The BDI had expressly advocated for this extension.

The BDI welcomes the extension of online notarial procedures to additional areas of company law that require notarization. However, in the BDI's view, the proposal does not go far enough. It argues that online notarization should also be made available for corporate conversions, provided that all legal entities involved consent to the use of online notarization.

Outlook

The BDI welcomes the expansion of online procedures and greater flexibility in company law. Regarding future legislative changes, the digitisation of further procedures would be helpful in making company law more flexible, more efficient and better equipped for the future.