Your notary for corporate law in Cologne

If you are planning to start a small business as a sole proprietor and wish to avoid the administrative effort of forming a GmbH, registering as a sole trader (Einzelkaufmann) may be the right choice for you. You will need to decide on the business name and its scope of activity. We recommend a quick call to the Chamber of Industry and Commerce (IHK) to verify that the desired company name can be used as intended. Afterwards, you should contact your notary to prepare the registration of your business with the commercial register. The notary will require your personal details in advance, such as your name, date of birth, address, the name and address of the business, and its business purpose.

Once you have signed the commercial register application before the notary, the notary will submit the document to the registry court for registration. After approximately three weeks, you will receive your company’s commercial register number from the court, which concludes the process. If you later wish to sell your sole proprietorship, it simply requires the appearance of both the seller and buyer at the notary, who will prepare the necessary registration documents.

In addition to personal details of the seller and buyer, it must be stated whether the buyer is allowed to continue using the existing company name or must choose a new one. If the name is continued, the buyer must receive all relevant financial documents, as under § 25 of the German Commercial Code (HGB), the buyer assumes liability for existing debts. If the business itself is also continued, the buyer is additionally liable for any outstanding business-related taxes under § 75 of the Fiscal Code. Your notary will, of course, advise you comprehensively during a personal consultation.

A checklist of the required information for preparation is available here.

Further information on applicable notarial fees can be found here.

A limited partnership (Kommanditgesellschaft or KG) is characterized by the presence of one or more general partners (Komplementäre) who are liable with their entire personal assets, and additional limited partners who are only liable up to the amount of their contribution (Kommanditanteil).

The advantage of the KG is that it is treated as a partnership for tax purposes, while still allowing—within the structure of a GmbH & Co. KG—for liability to be limited to a legal entity (the GmbH). In this case, only the GmbH is fully liable with its assets, while the natural persons involved are protected.

To register the formation or any changes of a KG, the signatures of all partners must be notarized. The partnership agreement itself must only be notarized if it is a GmbH & Co. KG or if real estate or GmbH shares are contributed to the partnership.

In cooperation with your tax advisor, we will gladly assist in developing the appropriate structure and drafting the partnership agreement.

A checklist of the information we need for preparation is available here.

Further information on applicable notarial fees can be found here.

The UG is to be seen as a counterpart to the English Limited, which is becoming increasingly widespread. It has the advantages of a German corporation (registration, limited liability) and an English limited company (only 1 euro share capital). The limitation of liability comes into effect as soon as the UG has been entered in the commercial register.
In addition, a fee reduction is granted if the model articles of association are used. The model articles of association may not be changed and only cash contributions, a maximum of three partners and one managing director are permitted. As with a GmbH, the formation, the transfer of shares and amendments to the articles of association must be notarised by a notary public.

• Personal details (name, given names, birth name, date of birth, address, profession, nationality) of all shareholders and managing directors
• Name and address of the company – business purpose
• Amount and distribution of share capital (minimum €1.00) among the shareholders

All founding shareholders must appear in person before the notary on the day of notarization. The shareholders will adopt the articles of association in notarized form and appoint the first managing director. This managing director will then file the incorporation with the notary. If all shareholders and managing directors are present, all of these steps can be completed in a single appointment.

For the submission of the registration to the commercial register—and thus for the official incorporation of the GmbH—a confirmation is also required from the managing director stating that the share capital has been fully paid in, in order to protect the managing directors.

The notary will gladly assist in preparing all required documents. After the notarization, you will receive a copy of the deed of incorporation and all documents to be signed. As soon as the managing director’s confirmation of payment is submitted and the notarial fees are paid, the notary will submit the registration and all documents to the local court. Registration usually takes two to four weeks, assuming court fees are paid on time.

A checklist of the information we need for preparation is available here.

The transfer of shares must also be notarized by the notary public.

• Name and registered office of the company
• Articles of association and commercial register extract of the company
• Name of the seller indicating the amount of the share
• Name of the buyer
• Purchase price and date of payment of the purchase price
• Date of transfer of the share
• In the event of a change of director, personal details of the new director
• If the company name and the object of the company are to be changed, corresponding details in this regard
• If the entire company is transferred to one or more new acquirers, the managing director changes and the object of the company is changed, this is a so-called shell sale. In this case, the formation provisions are to be applied, i.e. the share capital must still be available to the company undiminished, which is to be expressly reassured by the new managing director

When notarizing the assignment, the buyer and seller must be present or represented by written power of attorney.

Amendments to the Articles of Association must also be notarized by all shareholders. Subsequently, the changes must be reported to the commercial register by the managing directors.

• Name and registered office of the company
• Articles of association and extract from the commercial register of the company
• Names and addresses of the managing directors
• Requests for amendments to the articles of association

We are also happy to assist you in planning the amendment of the articles of association, especially with regard to the appropriate wording of the passages to be amended. After notarization of the amendments to the articles of association and registration by the director(s) and payment of notary fees, the application is submitted to the registry court. After payment of the court costs, registration of the amendment to the articles of association usually takes between two and four weeks. Please note that amendments to the articles of association only become effective once they have been entered in the commercial register.

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

We encounter associations in many areas of our lives. In an association, people come together who are committed to a common purpose. By registration in the register of associations, the association becomes a so-called “registered association” (e.V.).

At least seven members must hold a founding meeting. At this meeting, the statutes of the association are adopted and the board of the association is elected. The established statutes must be signed in original by all founding members.

Furthermore, the preparation of a foundation protocol is a prerequisite for registration.

• The date and place of the meeting
• Information on the chairman of the meeting and the keeper of the minutes
• Personal details of the elected board members (surname, first names, date of birth, address)
• The declaration that the elected have accepted the election

The founding minutes must be signed by the chairman of the meeting and the recording secretary. Furthermore, the minutes must be accompanied by a list of attendance, on which all participants are listed with name and place of residence. The articles of association must contain information on the name, registered office and purpose of the association as well as regulations on external representation (executive board in the sense of § 26 BGB). It is advisable to have the articles of association checked by a notary before founding the association. If the association is to serve charitable purposes, it is advisable to have the statutes checked by the responsible tax office before holding the founding meeting.

The board of the association manages the business and represents the association externally. It must be clear from the articles of association by how many persons the association is represented externally.

The application to the register of associations is made by the board of directors in a number authorized to represent the association. The number results from the statute regulations over the executive committee in the sense of § 26 BGB. The members of the board register the foundation of the association at the registry court (district court) via the notary. The original minutes of the foundation and the articles of association must be submitted. After registration of the association, the original documents are returned to the association with a note of the registration.

For amendments, the same formal requirements apply as for the initial formation. A meeting protocol must always be prepared, and the same conditions apply as for the original formation protocol. Subsequently, the management board, in a legally authorized number of representatives, must submit the amendment to the articles of association or the board—together with the original protocol—through the notary to the commercial register.

Further information on applicable notarial fees can be found here.

We are at your service as your notary for corporate law to assist with advice and/or notarization in all matters of corporate law.

Drafts relating to corporate law can, of course, also be prepared in collaboration with your lawyer, your corporate law firm, and/or your tax advisor or auditor.