Legal Affairs Committee Approves Expanded Scope of Notarial Online Procedures
The Ausschuss für Recht und Verbraucherschutz des Deutschen Bundestages (Committee on Legal Affairs and Consumer Protection of the German Bundestag, the German federal parliament) has adopted the Federal Government’s draft act expanding notarial online procedures in company and register law in an amended version. The recommendation for a resolution and the report of the Legal Affairs Committee are dated 14 October 2026 and bear the reference BT-Drucksache 21/8596 (Bundestag printed paper).
The draft legislation is intended to extend notarial online procedures to further transactions in company law that require notarisation. This is intended to continue the path already taken toward the digitalisation of notarial procedures in company and register law.
Committee Vote and Further Parliamentary Procedure
The amended version was supported by the coalition parliamentary groups of the CDU/CSU and SPD, as well as the AfD parliamentary group and the Bündnis 90/Die Grünen parliamentary group. The Die Linke parliamentary group abstained. According to the agenda, the final deliberation in the plenary was scheduled for Thursday, 15 October 2026.
On that day, the Bundestag convened for its 102nd sitting. The sitting began at 9:00 a.m. and, according to information from the Bundestag, was broadcast by Phoenix until 5:30 p.m.
Changes Compared with the Original Government Draft
Inclusion of the Assignment of GmbH Shares
At the request of the coalition parliamentary groups, the Legal Affairs Committee made several changes to the original government draft. One material change concerns the assignment of shares in a GmbH. In future, this is also to be included within the scope of notarial online procedures.
Technically, the opening-up for share transfers is to be implemented via § 15 Absatz 3 Satz 2 bis 5 and Absatz 4 Satz 1 zweiter Halbsatz GmbHG-E (draft German Limited Liability Companies Act). Accordingly, notarisation by means of video communication is to be made possible.
The Committee justifies the provision on the basis that the legislature is opening the online procedure for share transfers as an original matter. At the same time, the requirement that a corresponding provision must be included in the articles of association is to be dispensed with.
Special Requirements for Share Assignments
The Committee’s report also points out that share assignments impose special requirements on the notary due to the conflicting interests of the parties involved. According to the Committee’s reasoning, video notarisation cannot meet these requirements in the same way as an in-person appointment.
In connection with notarial online procedures, the government draft provides that the notary should refuse notarisation by means of video communication pursuant to § 16a Absatz 2 BeurkG (German Notarisation Act) if the official duties cannot be fulfilled in the online procedure.
Further Subject Matter of the Government Draft
The government draft already provided for notarial online procedures to be extended to various further processes in register and company law. In particular, the following were to be covered:
- applications for entry in the Stiftungsregister (foundation register),
- incorporations of Aktiengesellschaften (stock corporations),
- incorporations of Kommanditgesellschaften auf Aktien (partnerships limited by shares),
- founders’ resolutions appointing the first supervisory board and the auditor,
- powers of attorney for registration with the commercial, company and partnership registers,
- powers of attorney for voting in shareholders’ meetings of Gesellschaften mit beschränkter Haftung (GmbH, limited liability companies).
In addition, the draft clarifies in § 55 GmbHG (German Limited Liability Companies Act) that the power of attorney to submit the subscription declaration for a share requires the same form as the declaration itself. This power of attorney is also to be capable of notarisation by means of video communication.
Deletions in the Parliamentary Procedure
Provisions were deleted from the draft which, according to the Committee, had already been adopted elsewhere. This concerns, on the one hand, provisions on the digitalisation of the Führungszeugnis (certificate of conduct). In this respect, the original draft provided for the creation of a new § 30d in the Bundeszentralregistergesetz (Federal Central Criminal Register Act) as well as adjustments in the area of witness protection.
On the other hand, the extension provided for in the draft of the application period for compensation claims by female and male soldiers was deleted. According to the original version, this period was to be extended by a further five years to a total of ten years, in line with the Strafrechtliche Rehabilitierungsgesetz (Criminal Rehabilitation Act).
Evaluation and Review of Further Extensions
The Committee also amended the timeframe for reviewing the new rules. The Federal Government is to evaluate the rules not only after four years, as originally envisaged, but already after two years.
The Committee asks the Federal Government to examine, no later than two years after the Act enters into force and taking this evaluation into account, whether the scope of the notarial online procedure can be expanded further.
Legislative Procedure and Timeframe
Submission and Deliberations
The Bundeskabinett (Federal Cabinet) had adopted the government draft on 21 January 2026. The draft was forwarded to the Bundesrat (Federal Council) on 23 January 2026 as Bundesratsdrucksache 42/26 (Bundesrat printed paper).
The first reading in the Bundestag took place on Wednesday, 25 March 2026. The bill was then referred to the committees, with the Legal Affairs Committee taking the lead.
The public hearing of the Legal Affairs Committee took place on Monday, 4 May 2026, from 2:00 p.m. to 4:00 p.m. in the Paul-Löbe-Haus. One subject of the hearing was the question of the extent to which notarial online procedures in company law should be expanded.
Entry into Force and Technical Preparation
Article 9 of the government draft provides for staggered entry into force. Under this provision, the Act is generally to enter into force on the day following its promulgation. Different dates are provided for individual provisions: Article 8 on 24 July 2026, Articles 1, 3 to 5 and 6 number 5 on 1 October 2026, and Article 2 on 1 January 2028.
According to the explanatory memorandum to the draft, the expansion of the online procedures is in part to take effect only at a later date. The reason for this is technical and organisational preparations. Completion of the underlying implementation project was expected for October 2026.
Positions from the Hearing and Statements
At the public hearing of the Legal Affairs Committee, the inclusion of the assignment of GmbH shares in notarial online procedures was expressly addressed. Prof. Dr. Sebastian Omlor spoke in favour of including these processes within the scope and described this as necessary from both a systematic and functional perspective.
A representative of an association of in-house counsel made the same demand. According to his presentation, the formal requirement primarily serves to prevent speculative trading in shares and to facilitate proof; video notarisation could fully achieve these purposes.
In its statement of 24 February 2026, the Bundesverband der Deutschen Industrie (BDI, Federation of German Industries) had also suggested opening up obligations under § 15 Absatz 3 and 4 GmbHG for the notarial online procedure. This was intended to achieve equal treatment with share acquisitions in the context of incorporations and capital increases.
The Deutsche Notarverein (German Notaries’ Association) welcomed the draft as a consistent continuation of the path taken with DiRUG (Act Implementing the Digitalisation Directive) and DiREG (Act Supplementing the Regulations for the Implementation of the Digitalisation Directive). It emphasised that the scope was not being expanded across the board, but in a targeted manner.
Conduct of Notarial Online Procedures
Notarial online procedures are conducted exclusively via the fee-financed video communication system of the Bundesnotarkammer (Federal Chamber of Notaries). The planned expansion therefore does not concern just any form of digital communication, but a specific notarial online procedure.
For companies and shareholders, the planned inclusion of transfers of shares in a GmbH in particular may become significant. However, the legislative change remains subject to the requirements set out in the draft and to the duties of the notary.
Frequently Asked Questions
What does the draft act on the expansion of notarial online procedures in company law provide for?
The draft is intended to extend notarial online procedures to further matters of company and register law. According to the government draft, these include, among other things, certain register applications, incorporations of stock corporations and partnerships limited by shares, as well as various powers of attorney.
Does the amendment also cover the assignment of GmbH shares in the online procedure?
According to the amended version approved by the Legal Affairs Committee, the assignment of shares in a GmbH is also to be included within the scope. Implementation is to take place via § 15 Absatz 3 Satz 2 bis 5 and Absatz 4 Satz 1 zweiter Halbsatz GmbHG-E.
What practical consequences may the expansion of notarial online procedures have for companies?
For companies, additional company-law processes may in future be considered for a notarial online procedure. However, the statutory requirements, the date from which the rules apply, and the decision of the notary in the specific procedure remain decisive.
Company-Law Assessment by MTR Legal Rechtsanwälte
The planned expansion of notarial online procedures affects core areas of company law, particularly with regard to GmbH shares, register applications and company-law powers of attorney. Companies, investors and shareholders seeking to assess the effects of such changes on company-law processes can obtain professional legal advice in company law from MTR Legal Rechtsanwälte.
