The Bundestag (German Federal Parliament) addressed the Federal Government’s draft bill on expanding notarial online procedures in corporate and register law in its second and third readings. The deliberations also concerned a package of provisions on the digitalization of the certificate of conduct as well as the extension of an application deadline for soldiers applying for compensation due to disadvantages under service law.
The final plenary deliberation took place on Thursday, 15 October 2026, following a 20-minute debate. It was based on the recommendation for a decision and the report of the Ausschuss für Recht und Verbraucherschutz (Committee on Legal Affairs and Consumer Protection) on Bundestagsdrucksache 21/8596 (Bundestag printed paper 21/8596). The agenda item was concluded in the 102nd sitting of the Bundestag at 9:25 p.m.
Legislation expanding notarial online procedures
The draft introduced by the Federal Government aimed to expand already existing options for notarial online procedures in corporate and register law. This was intended to extend the scope of notarial recordings and certifications by means of video communication in certain matters of corporate law and register law.
The draft had been forwarded to the Bundesrat (Federal Council) on 23 January 2026 as printed paper 42/26. The Legal Affairs Committee had lead responsibility there; the Committee on Internal Affairs, the Transport Committee and the Economic Affairs Committee were also involved.
Parliamentary process
The first reading in the Bundestag took place on 25 March 2026. On 4 May 2026, the Legal Affairs Committee held a public hearing. The Legal Affairs Committee approved the draft in amended form on 14 October 2026.
In the committee, CDU/CSU, SPD, AfD and Bündnis 90/Die Grünen voted in favor of the amended version. Die Linke abstained. The basis for the final plenary deliberation was the committee’s recommendation for a decision.
Expanded scope in corporate and register law
The original catalogue of expansions covered several procedures relating to corporate and register law. These included, in particular, applications to the register of foundations, formations of stock corporations and partnerships limited by shares, as well as founders’ resolutions appointing the first supervisory board and the auditor.
In addition, the draft concerned powers of attorney for registrations with the commercial, company and partnership registers. Also included were powers of attorney for voting at GmbH shareholders’ meetings and powers of attorney to declare the assumption of a GmbH share.
- Applications to the register of foundations,
- formations of AG and KGaA,
- founders’ resolutions appointing the first supervisory board and auditor,
- powers of attorney for register filings,
- powers of attorney for voting at GmbH shareholders’ meetings,
- powers of attorney to declare the assumption of a GmbH share.
Change regarding GmbH shares
A significant amendment in the committee concerns opening the notarial online procedure to the assignment of shares in a GmbH. Technically, this is implemented by amending § 15 GmbHG (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, German Limited Liability Companies Act). In future, the new provision will also cover the notarial recording of an agreement establishing the obligation to assign a share.
The CDU/CSU parliamentary group justified the inclusion of share transfers by reference to a practical need, particularly among start-ups and scale-ups in connection with cross-border financing rounds. Different positions on this had been taken during the legislative process.
Positions from the hearing and statements
In the public hearing, the president of the professional Bundesnotarkammer (Federal Chamber of Notaries) spoke out against extending the rules to assignments of GmbH shares. A university professor of civil and commercial law invited as an expert proposed, as a compromise, including only the assignment.
A representative of an association of in-house lawyers stated that the formal requirement served to prevent speculative trading in shares and to facilitate proof. According to his argument, this purpose could also be achieved by notarization by video.
In its statement on the government draft, the Bundesverband der Deutschen Industrie (Federation of German Industries) had called for assignments and obligations under § 15 (3) and (4) GmbHG as well as transformation procedures under the Umwandlungsgesetz (German Transformation Act) to be included. By contrast, in its statement of 10 October 2025, the Bundesnotarkammer had considered the expansion provided for in the draft to be sufficient and had opposed further extensions beyond it.
Online notarization and notarial official duties
The government draft provided that the notary should refuse notarization by means of video communication under § 16a (2) BeurkG (Beurkundungsgesetz, German Notarization Act) if the official duties cannot be complied with in the online procedure. This means that conducting the procedure online remains subject to the requirements that must be met for proper notarial activity.
For stock corporations, § 280 (1) AktG (Aktiengesetz, German Stock Corporation Act) is being revised. Under the revised provision, the notarial determination of the articles of association may in future take place by means of video communication pursuant to §§ 16a to 16e BeurkG, provided that other formal requirements do not conflict with this.
Evaluation after only two years
According to the recommendation for a decision, the Federal Government is to evaluate the law as early as two years after it enters into force. Originally, a period of four years had been planned for this. In addition, it is to report to the committee on any further expansion.
The evaluation therefore concerns not only the practical implementation of the expanded online procedures, but also the question of whether further areas of application may be considered. This does not entail a final determination in favor of additional expansions.
Digitalization of the certificate of conduct
The government draft also contained provisions on the digital certificate of conduct. A new § 30d Bundeszentralregistergesetz (BZRG, Federal Central Criminal Register Act) was envisaged for this purpose. According to the information in the draft, ongoing additional IT expenditure of around EUR 2,420,000 per year was expected to arise at the Bundesamt für Justiz (Federal Office of Justice); in addition, around 200,000 additional applications per year were expected to be submitted directly to the Federal Office of Justice.
§ 30d BZRG had in fact already been introduced by the Gesetz zur Förderung und Modernisierung des Anwaltsnotariats (Act to Promote and Modernize the Attorney-Notary Profession) of 18 June 2026 and entered into force on 1 October 2026. On 20 May 2026, the Legal Affairs Committee had incorporated provisions from Bundestagsdrucksache 21/4782, including the digital certificate of conduct, into the draft bill on the attorney-notary profession in order to ensure that they entered into force on time.
Provision via the user account
The digital certificate of conduct is provided exclusively via the user account under § 3 (1) sentence 1 Onlinezugangsgesetz (Online Access Act). Issuance by any other means is not permitted.
This means that digital provision differs from other procedural routes. The statutory provision expressly stipulates that only the designated electronic access route is decisive for the digital certificate of conduct.
Further regulatory subject matter of the draft
In addition to the online procedures under corporate and register law and the digital certificate of conduct, the draft also included an extension of the application deadline for applications by soldiers for compensation due to disadvantages under service law. This regulatory subject matter was part of the legislative package introduced by the Federal Government.
The Bundesrat had also suggested an expansion of the provisions on witness protection. The Federal Government rejected this. By way of justification, it referred to the fact that the Zeugenschutz-Harmonisierungsgesetz (Witness Protection Harmonization Act) provides only for temporary cover identities and that there is no regulatory gap.
Entry into force under the government draft
According to Art. 9 of the government draft, the law was generally intended to enter into force on the day after promulgation. Different dates were provided for individual articles, including for Art. 8 on 24 July 2026.
As a result of the interim incorporation of individual provisions into the Act to Promote and Modernize the Attorney-Notary Profession, separate timelines arose for the area of the digital certificate of conduct. These concerned in particular § 30d BZRG, which had already entered into force on 1 October 2026.
Significance for companies and register procedures
The expansion of notarial online procedures concerns key processes in corporate and register law. For companies, the planned provisions on GmbH shares, powers of attorney for register matters, and the formation of AG and KGaA may be of particular practical relevance.
However, the expansion does not replace the statutory formal requirements. Rather, for certain processes it opens up the possibility that notarial recording or certification may take place by means of video communication, subject to the statutory requirements.
Frequently asked questions
What does the expansion of notarial online procedures in corporate and register law regulate?
The draft bill expands the scope of notarial online procedures for certain processes in corporate and register law. These include, among other things, register filings, certain formation procedures and, following the committee amendment, processes relating to GmbH shares.
What practical consequences does opening the online procedure for GmbH shares have for companies?
The committee amendment enables, to the intended extent, notarial online procedures also for the assignment of shares in a GmbH and for related obligation transactions. In practice, this may be significant in particular for cross-border financing rounds involving start-ups and scale-ups.
How is the digital certificate of conduct under § 30d BZRG provided?
The digital certificate of conduct is provided exclusively via the user account under § 3 (1) sentence 1 Onlinezugangsgesetz. Issuance by any other means is not provided for by law.
Corporate law assessment by MTR Legal
The expansion of notarial online procedures shows that corporate structuring and digital procedural workflows are becoming increasingly closely linked. For companies, investors and high-net-worth private individuals, it may therefore be important to correctly assess the scope of the new provisions in the specific context. MTR Legal Rechtsanwälte advises on corporate law and assists clients with related issues; further information is available at Legal advice in corporate law.
