Your notary for corporate law in Cologne

In corporate law, business partnerships (sole trader, general partnership, limited partnership) and corporations (ltd, public limited company, entrepreneurial company) as well as associations have to be distinguished.



In corporate law, business partnerships (sole proprietor, general partnership, limited partnership) and corporations (ltd, public limited company, entrepreneurial company) as well as associations have to be distinguished. For business partnerships and associations, the notary is only responsible for the proper registration in the commercial register and the articles of associations are usually drafted by the partners themselves. For corporations, the notary will draft the articles of associations, and ensures the proper registrations in the commercial register. For ltds and entrepreneurial companies, the sale of a company share is also to be documented by the notary.


Further information can be found in the following fields.


Sole Trader

If you want to start a small company or avoid the formation of an ltd, registering your company as a sole trader is the right choice for you. For this purpose, you only have to make decisions about the company, i.e. the company’s name and the field of operation. As for the name, we recommend a quick call with the chamber of commerce in order to verify that the name can be used in the desired form. Afterwards, it is advisable to contact your notary who can prepare the registration of your business in the commercial register. To do so, the notary only needs your personal details, i.e. name, date of birth, address, name and address of the company as well as the corporate purpose.

After signing the commercial register application in the presence of a notary, the notary will submit the document to the register court for registration. After approximately three weeks, you will receive the commercial register number of your company from the register court. The registration process is thereby completed. If you want to sell your sole proprietorship, both seller and buyer have to appear before the notary who will prepare the required commercial register application.

In addition to personal details of buyer and seller, it has to be specified whether the buyer can continue the business and whether the buyer has to choose a new company name. If the buyer continues the company, he will need all economic documents since the buyer will be reliable for previously incurred debt according to § 25 HGB. If the operations of the business are to be continued, the buyer shall also be liable for outstanding operational taxes according to § 75 tax code. Your notary will consult you comprehensively in a personal conversation.

A checklist of the information that we need to prepare, can be found here.

Further information about the incurred notary fees can be found here.

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General partnership

The general partnership is a partnership which is characterised by the fact that each partner has unlimited liability, immediately and in solidarity with all of its assets. The general partnership is particularly widespread in the craft sector, although it is becoming displaced by ltds and entrepreneurial companies as a result of extensive liability.

Establishing a general partnership
To establish a general partnership, articles of associations between shareholders have to be built which are not subject to form requirements. Finally, all the shareholders must be registered in the commercial register through a notary. Provided that all documents have been submitted to the notary, an appointment for the registration of the general partnership can be arranged on short notice. After the payment of the notary fees and the advance payment of court costs, the general partnership is registered in the commercial register.

Transfer of general partnership shares
The transfer of general partnership shares has to be registered in the commercial register through the notary.

Further information about the incurred notary fees can be found here.


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Limited partnership – including ltd and Co.KG

In limited partnerships, there are shareholders who are liable only with their contributions, the so-called limited partners, in addition to one or more shareholders who are liable with all their assets (the so-called general partners). The benefit of limited partnerships are that they treated as a partnership for tax purposes, and yet, under the ltd & Co.KG, the liability of all natural persons may be limited so that only the ltd is liable with all its assets.

In order to register the formation or changes, the signatures of all the shareholders have to be certified by a notary. The article of agreement as such must only be notarized for an ltd & Co.KG or when contributing real estate or ltd shares into the limited company.

We will gladly work out the appropriate design for you and draft the articles of association in collaboration with your accountant.

A checklist of the information that we need to prepare, can be found here.

Further information about the incurred notary fees can be found here.


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The ltd – formation, transfer of shares and changes to the articles of association

The ltd is the most prevalent form of enterprise. The advantage of the ltd lies in its limitation on the amount of capital stock once the company was entered in the commercial register.
For an ltd, both the formation, the transfer of shares as well as changes to the articles of association have to be certified by the notary.

The notary requires the following information for the certificate of incorporation:

  • Personal details (name, first name, maiden name, date of birth, address, occupation, nationality) of all shareholders and directors
  • Name and address of the ltd and company purpose
  • Amount and distribution of the capital stock (minimum €25,000.-) between the shareholders

The notary can provide a draft constitution for the founders at request, which contains the most important provisions on the relationship between the shareholders and the company itself which is tailored individually to the ltd. If the information above has been provided a few days before the certification date, the notary will confirm in advance with the chamber of commerce and the chamber of crafts whether there are any objections to the name or purpose of the company or whether official permits are required. The founding partners have to be present at the notary for notarization. The founding partners provide the articles of associations for the notarial deed and determine the first managing director, who registers the formation of the company at the notary. If all shareholders and all directors are present at the notary, all requirements can be addressed during an appointment. The managing director has to confirm that at least half of the capital stock has been paid into an account of the ltd in order to protect the managing directors and for the submission of the application to the commercial registers and thus the registration of the ltd. Usually this is done by presenting bank statement copies at the notary. The notary can assist with the preparation of all documents. After certification, you will receive a copy of the memorandum of association as well as all documents that have to be signed from the notary. As soon as the notary has received the bank confirmation regarding the payment of the minimum capital stock and the notary fees including court costs advance (unless otherwise agreed) have been settled, the notary will submit the application together with all documents to the district court. Registration usually takes place within two to four weeks, provided the court fees have been paid.

A checklists of information that we need to prepare as your notary, can be found here.

If you have any further questions, in particular regarding the lengthy formation by contributions in kind which is not described here, please contact our office through contact.
We would be pleased to provide further assistance.


Transfer of shares

The transfer of shares also has to be certified by a notary.

The following information and documents are required for preparation:

  • Name and location of the company
  • Articles of association and certificate of registration of the company
  • the name of the sellers stating the ownership percentage
  • Name of the buyer
  • Purchaser price and date of the purchase price payment
  • Day of the share handover
  • Personal details of the new CEO if the CEO changes
  • If the company and the purpose of the company is to be changed, relevant information is required
  • – If the whole ltd will be transferred to one or multiple purchasers, the CEO changes or the line of business is changed, the provisions governing the formation of the ltd have to be applied. I.e. the capital stock must still be available undiminished for the ltd, and the new CEO should be reassured explicitly.

For notarization of the share transfer, buyer and seller must be present or represented by written proxy.

Amendments

Amendments must also be authenticated by all shareholders at the notary. Afterwards, changes made by the managing directions have to be notified in the commercial register.


The following information and documents are required for preparation:

  • Name and location of the company
  • Articles of association and certificate of registration of the company
  • Name and address of the managing directors
  • Change requests of the articles of association

We would be pleased to assist you in the planning of amendments, in particular with regard to the appropriate wording of the to-be-changed passages. After certification of the amendment to the articles of association and the registration by the manager(s) as well as the settling of court costs, the application will be submitted to the registry court. The registration of amendments usually takes between two and four weeks after the payment of court costs. Please note that the amendments will only take effect if they are registered in the commercial register.

Further information about the incurred notary fees can be found here.


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Entrepreneurial company (mini-ltd)

The entrepreneurial company is the counterpart of the ‘English limited’ which is becoming increasingly widespread. It includes the benefits of a German corporation (entry in the register, limitation of liability) as well as the English limited (only 1 euro capital stock). The liability limitation occurs when the entrepreneurial company is registered in the commercial register.
In addition, a fee reduction is granted when using the model articles of association. However, the model articles of association may not be changed and only cash contributions, up to three shareholders and one managing director are permitted. The formation, transfer of shares as well as the amendments to the articles of association have to be certified by a notary.

The notary requires the following information for preparation:

  • Personal information (name, first name, maiden name, date of birth, address, occupation, nationality) of all shareholders and managing directors
  • Name and address of the company – purpose of the company
  • Amount and distribution of the capital stock (minimum €1,0) between the shareholders

The founding partners have to be present at the notary for the notarization date. The founding partners provide the articles of association for the notarization and determine the managing director, who registers the formation of the business at the notary. If all the shareholders and all managing directors are present at the notary, all requirements can be addressed during the appointment.

The capital stock has to be fully paid in order to protect the managing directors and to submit the application to the commercial register and thus to register the company.

The notary can assist in the preparation of all documents. After certification, you will receive a copy of the memorandum of association and all documents that have to be signed from the notary. As soon as the managing director has confirmed the payment of the capital stock and all notary fees are paid, the notary will submit the application together with all the documents to the district court. Registration usually takes place within two to four weeks provided the court costs have been paid.

A checklists of information that we need to prepare, can be found here.

Transfer of shares The transfer of shares also has to be certified by a notary.

The following information and documents are required for preparation:

  • Name and location of the company
  • Articles of association and certificate of registration of the company
  • the name of the sellers stating the ownership percentage
  • Name of the buyer
  • Purchaser price and date of the purchase price payment
  • Day of the share handover
  • Personal details of the new CEO if the CEO changes
  • – If the company and the purpose of the company is to be changed, relevant information is required
  • – If the whole ltd will be transferred to one or multiple purchasers, the CEO changes or the line of business is changed, the provisions governing the formation of the ltd have to be applied. I.e. the capital stock must still be available undiminished for the ltd, and the new CEO should be reassured explicitly.
For notarization of the share transfer, buyer and seller must be present or represented by written proxy.


Amendments

Amendments must also be authenticated by all shareholders at the notary. Afterwards, changes made by the managing directions have to be notified in the commercial register.

The following information and documents are required for preparation:

  • Name and location of the company
  • Articles of association and certificate of registration of the company
  • Name and address of the managing directors
  • Change requests of the articles of association

We would be pleased to assist you in the planning of amendments, in particular with regard to the appropriate wording of the to-be-changed passages. After certification of the amendment to the articles of association and the registration by the manager(s) as well as the settling of court costs, the application will be submitted to the registry court. The registration of amendments usually takes between two and four weeks after the payment of court costs. Please note that the amendments will only take effect if they are registered in the commercial register.

Further information about the incurred notary fees can be found here.


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The stock company

In recent years, an increasing trend towards the formation of joint stock companies has emerged after the formation of one-person stock companies has been simplified. In a joint stock company, one or more natural or legal persons take over the shares of the company (founders) and appoint a supervisory board (of at least three people) in the memorandum of association, that is, the management of the stock company.

The notary requires the following information for the preparation of the memorandum of association:

  • Personal information (name, first name, maiden name, date of birth, address, occupation, nationality) of all founders, board members and members of the executive board
  • Name and address of the company
  • Business purpose
  • Amount and distribution of the capital stock (at least € 50,000) between shareholders

The notary can provide a draft of the articles of associations if requested by the founders, which is individually tailored to the company. The founders have to be present at the notary for the notarization date. The founders determine the articles of association for notarization and elect the first supervisory board which then determines the first executive. Afterwards, the founders, the supervisory board and the executive will register the formation of the company at the notary. If all individuals are present at the notary, all requirements can be addressed during the appointment.

To submit the application to the commercial register and register the stock company, the following documents are also required:

  • Formation report of the founders
  • Formation audit report by the executive and supervisory board
  • Formation audit report by the notary as external formation auditor if one of the founders is also a member of the executive or supervisory board
  • Bank confirmation regarding the payment of the minimum capital stock

The notary can assist in the preparation of all documents. After certification, you will receive a copy of the memorandum of association as well as all documents that have to be signed from the notary. As soon as the notary has received the bank confirmation regarding the payment of the minimum capital stock and the notary fees have been settled, the notary will submit the application together with all documents to the district court. Registration usually takes place within two to four weeks, provided the court fees have been paid.

If you have any further questions, in particular regarding the lengthy formation by contributions in kind which is not described here, please contact our office through contact.
We would be pleased to provide further assistance.

Further information about the incurred notary fees can be found here.

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The Association

In many areas of life, we encounter associations. In an association, people come together who are committed to a common purpose. By registering in the register of associations, the association becomes a so-called “registered association”.


Formation of an association At least seven members must hold a founding meeting. During this meetings, the articles of association will be determined and the board of directors will be elected. The established articles of association must be signed by all founding members.

Furthermore, the founding protocol has to be drafted as a prerequisite for registration.

The founding protocol has to contain:

  • Date and place of the meeting
  • Information about the chairman and secretary
  • Personal details of the elected board members (name, first name, date of birth, address)
  • The statement that those elected have accepted their positions

The founding protocol has to be signed by the secretary and the chairman. Furthermore, the protocol must be accompanied by an attendance list, which lists all participants with names and place of residence. The articles of association have to contain the name, address and purpose of the organization as well as the rules of external presentation (board as defined by section 26 of the German Civil code). It is advisable to have the articles of association checked by a notary before forming an association. If the association is intended for charitable purposes, it is advisable to have the articles of association checked by the local tax office before holding the founding meeting.

The board of the association conducts the business and is responsible for the external representation of the association. The articles of association must determine by how many people the association will be externally represented.

The registration in the register of association is made by the board in authorized number. The number is derived from the statutory provisions regarding the board as defined by section 26 of the German Civil code. The board members can register the formation of the association through the notary at the register court (local court). The original founding protocol and articles of association have to be submitted. After the associations’ registration, the original documents will be returned to the association with a note regarding the registration.


Changes of an association For changes, the same formalities as for a start-up have to be observed. A meeting protocol has be created, following the same requirements as a founding protocol. The executive board must register the changes of association or the board through a notary at the register court in authorized number while submitting the original protocol.

Further information about the incurred notary fees can be found here.

As your notary for corporate law, we will gladly assist you in consultation and/or certification in the field of corporate law.
Corporate law documents can of course be drafted in collaboration with your lawyer, your office for corporate law and/or your tax consultant/auditor.

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