Online Notarization Expanded: GmbH Share Transfers and Stock Corporation Formations to Go Digital

Corporate transactions in Germany are set to become significantly more flexible. On 15 October 2026, the German Bundestag passed legislation expanding the scope of online notarial procedures, paving the way for a wider range of corporate law transactions to be completed entirely via video conference before a notary. The reform is expected to streamline transaction execution and financing processes from 2027 onwards.

Since August 2022, entrepreneurs have been able to incorporate a German limited liability company (GmbH) or entrepreneurial company (UG) online. Since August 2023, unanimous amendments to articles of association and certain capital measures have also been available through remote notarization. The new legislation builds on this framework and extends online procedures to additional transactions that are structurally comparable.

Key Transactions Eligible for Online Notarization

Under the new regime, the following corporate transactions may be completed through online notarization:

• Transfers of GmbH shares: The inclusion of share transfer agreements follows recommendations from the Bundestag's Legal Affairs Committee after business associations criticized the previous inconsistency whereby company formations and capital increases could be completed online, while share transfers still required physical notarization.
• Incorporation of stock corporations (AGs) and partnerships limited by shares (KGaAs): This includes the appointment of the first supervisory board and the statutory auditor. As a result, it will also become possible to establish a GmbH & Co. KGaA entirely through online procedures.
• Powers of attorney: Online notarization will be available for powers of attorney relating to financing rounds, voting in GmbH shareholder meetings, and commercial register filings.
• Applications to the German Foundation Register: Once the register becomes operational on 1 January 2028, relevant filings may also be submitted online.

The reform is expected to be particularly beneficial for startups, venture capital investors, and international transaction parties. Financing rounds can be conducted more efficiently, from granting powers of attorney to the transfer of shares, without requiring physical attendance before a notary. Cross-border share deals involving buyers or sellers located in different jurisdictions will also become easier to implement. Until now, share transfer agreements were excluded from the online procedure and generally required either an in-person notarization appointment in Germany or notarization abroad.

Importantly, the notary’s duties to advise and inform the parties remain unchanged and will continue to apply to the same extent as in traditional face-to-face notarization proceedings.

How the Online Notarization Process Works

Online notarization will continue to be conducted exclusively through the video communication platform operated by the German Federal Chamber of Notaries. Participants will be identified using electronic identification tools and digital verification of their photograph. Documents will be executed using qualified electronic signatures. Certain transactions remain excluded from the online framework. In particular, corporate reorganizations under the German Transformation Act (Umwandlungsgesetz) will continue to require in-person notarization. To participate in an online notarization, individuals must have an identification document with an online identification feature, such as a German electronic ID card, an eID card for EU citizens, or an electronic residence permit.

Whether foreign identity documents can be used should be clarified with the notary in advance. The choice of notary also remains subject to jurisdictional limitations. The registered office of the company or the residence of a party or shareholder must be located within the appellate court district (Oberlandesgerichtsbezirk) in which the notary is appointed.

Subject to completion of the Bundesrat process, the legislation is expected to enter into force on 1 January 2027, following its publication in the Federal Law Gazette. In addition, the German Federal Government is required to review the effectiveness of the new framework after two years, rather than four, and consider whether the scope of online notarization should be expanded further.

Companies and investors planning transactions, financing rounds, or corporate restructurings in 2027 should begin preparing for online signing processes now. In particular, transaction parties should verify at an early stage that all participants have access to suitable electronic identification tools and are able to use qualified electronic signatures.