Definition and Meaning of the DGA
The abbreviation DGA predominantly stands for ‘Digitale Gesellschaftsakte’ (‘Digital Company File’) in the German legal context, but is also used in international legal systems as ‘Directors and General Assembly’ or ‘Directors’ General Agreement.’ Primarily, DGA in German law refers to the Digital Company File, an electronic file for managing and documenting corporate law processes, especially for companies, corporations, and registry courts. The legal aspects of the DGA cover numerous areas of corporate law, data protection law, and digital administrative regulations.
Legal Framework of the DGA
Corporate Law Basics
The introduction of the DGA is closely linked to the ongoing digitization within corporate law. The Act to Implement the Digitization Directive (DiRUG) and the Act to Supplement the Implementation of the Digitization Directive (DiREG) have enabled, since 2021, the fully digital management of company and registry files. As a result, the DGA replaces analog documentation of shareholder resolutions, founding documents, and corporate law procedures. The legal framework is based on § 8 ff. Commercial Code (HGB), §§ 10-12 Limited Liability Companies Act (GmbHG), and relevant regulations such as the Commercial Register Regulation (HRV).
Entry and Management
The DGA is maintained as a digital collection of all relevant corporate law documents. These include articles of incorporation, statutes, shareholder lists, registry applications, resolutions, and other legally relevant documents. The legal obligation for proper management arises in particular from § 8 para. 2 GmbHG as well as § 12 HGB (electronic register management).
Right of Inspection
According to § 9 HGB, there is a right of public inspection of the commercial register and the associated files, including the DGA. Accessibility is governed by § 8 HRV and through electronic legal communication via the Justice Portal.
Data Protection Requirements
The DGA regularly contains personal data, for example of shareholders and managing directors. Therefore, the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG) apply accordingly. Particularly relevant are rules for data security (§ 32 GDPR) and the legal basis of data processing (Art. 6 GDPR).
Confidentiality and Access Restrictions
As a general rule, the DGA is publicly accessible. However, certain documents may be treated as confidential, provided statutory exceptions apply (e.g., for legally protected trade and business secrets pursuant to § 30 para. 2 sentence 2 VwVfG).
Evidentiary Function and Legal Effect
The DGA serves to secure evidence of all corporate law processes. According to §§ 415 ff. Code of Civil Procedure (ZPO), electronic documents that meet the requirements of § 371a ZPO are regarded as full documentary evidence in civil proceedings. DGA documents are especially conclusive when they are provided with a qualified electronic signature.
Structure and Content of the DGA
Documentation Obligations
According to § 41 GmbHG, the company is obliged to fully and continuously document all corporate law relevant procedures, which is accomplished in the digital era by the DGA. These include:
- Founding documents and statutes
- Shareholder lists and their amendments
- Changes in management
- Registry applications and entries
- Resolutions of the shareholders’ meeting
- Special agreements and deeds
- Minutes of the general meeting
Digital Signature and Authentication
It is legally significant that documents stored in the DGA must generally be provided with a qualified electronic signature (§ 126a BGB). This is to ensure the integrity and authenticity of the documents.
Electronic Legal Communication and DGA
Transmission and Communication
With the implementation of the Act to Promote Electronic Legal Communication with Courts (ERV Act), the digital transmission of corporate law documents to registry courts and notaries is mandatory. The DGA plays a central role as an interface between companies, notaries, and courts.
Interfaces with Authorities and Courts
Since the entry into force of the respective provisions, registry courts have required the digital transmission of founding documents and other corporate law documents via the special electronic lawyer mailbox (beA) or the special electronic notary mailbox (beN). The DGA enables standardized transmission and audit-proof archiving.
Advantages and Challenges of the DGA
Advantages
- Legally compliant, tamper-proof, and efficient documentation of all corporate law processes
- Facilitated access and transparent management for shareholders, registry courts, and authorized third parties
- Acceleration of company-related processes through elimination of media disruptions
Challenges
- Increased requirements for data protection and IT security
- Need for regular technical and legal updates
- Potential uncertainties in dealing with digital signatures and evidentiary requirements
International Significance and Relevance
European Context
By implementing the EU Digitization Directive (EU 2019/1151), the DGA is legally recognized in almost all member states of the European Union. The obligation for complete digitization of company files has thus been standardized across countries, although there are country-specific details in documentation and access.
Comparative Legal Perspectives
Comparable electronic company files exist in other EU member states as well as in third countries, such as Switzerland and the USA, though their legal structure may differ, particularly with regard to inspection rights and evidentiary value.
Summary
The DGA (Digitale Gesellschaftsakte) constitutes the central instrument for digital documentation and management of corporate law documents in German and European corporate law. Its legal foundations and requirements arise from commercial, data protection, and procedural law regulations. Proper use as well as legally compliant archiving and inspection of the DGA ensure transparency, traceability, and legal certainty for corporate law processes in the digital age. Key challenges exist in the areas of data protection, regular technical adaptation, and legal clarification regarding the use of digitally signed documents. The DGA is subject to continuous development as digitization of corporate, commercial, and registry law progresses.
Frequently Asked Questions
What legal obligations exist for owners in connection with a DGA?
Owners, for example of multi-family dwellings, are legally required within the framework of the DGA (Digital Building File) to properly maintain, manage, and secure the building file. This results, among other things, from §§ 194 ff. BauGB as well as state-specific regulations (e.g., building codes, administrative provisions). The DGA serves as structured evidence of all relevant building, maintenance, inspection, and acceptance documents. Owners must ensure that all changes, modernizations, or maintenance measures are immediately documented and added to the DGA. In addition, there is a statutory obligation to retain certain documents, such as inspection certificates or energy performance certificates, the retention period of which may vary depending on federal state and type of document (usually between 5 and 30 years). Violations of these obligations can have both civil and regulatory consequences, especially regarding the duty of traffic safety and liability towards third parties.
Who is legally entitled to inspect the Digital Building File?
The rights of inspection regarding the DGA are prescribed by law and depend primarily on the specific reason for inspection and the group of authorized persons. Authorities such as building regulatory agencies or fire protection departments have extensive rights of inspection within their monitoring activities, arising from building regulations and the respective administrative provisions. Buyers and prospective tenants have a legitimate claim, prior to concluding a purchase or rental agreement, to inspect essential contents of the DGA, particularly to assess the condition of the building or completed refurbishments. Tenants may, under certain conditions (e.g., during modernizations or energy efficiency measures), request information on relevant documents. Courts and experts also obtain access in legal or administrative proceedings, provided it is necessary for the establishment of facts. From a data protection perspective, the transfer of personal data from the DGA (such as private contact details of tradespeople or owners) must always comply with the principles of purpose limitation and data minimization.
How is the DGA considered in real estate law?
In real estate law, the DGA is becoming increasingly important, especially in connection with purchase contracts, handover protocols, and the documentation of lifecycle-relevant measures regarding a building. Legally, the seller is obliged to provide comprehensive information on all essential facts concerning the building—a thoroughly maintained DGA can serve as evidence that no significant defects were withheld. In cases of warranty or claims based on fraudulent misrepresentation, the DGA is often used as proof in court. Additionally, the DGA may form part of the transfer documents when ownership changes, whereby specific arrangements concerning handover and the obligation to update the file should be set out in the purchase agreement. In the context of rental, the DGA serves as proof of maintenance and fulfillment of maintenance obligations to protect against tenancy claims.
What legal requirements apply to digital storage and archiving?
The digital storage of building files in Germany is subject to various legal requirements, primarily from commercial law (§§ 238, 257 HGB), tax law (§ 147 AO), building law, and data protection law (GDPR/BDSG). The data must be archived securely and in an unalterable manner for the long term. For digital documents, this means, among other things, that they must be secured with qualified electronic signatures, protected against manipulation, and stored in such a way that they remain readable and reproducible at all times. The software used must be audit-proof, meaning that it must not allow subsequent modification of archived documents without logging such changes. Regular backups must also be made, and appropriate access controls put in place to ensure that only authorized persons can view or change the files. The technical and organizational measures for protection must comply with the requirements under Art. 32 GDPR.
What are the consequences of incomplete management of a DGA?
Improper or incomplete management of the DGA can result in a variety of legal consequences. During official inspections, fines may be imposed if legally required documentation relating to approvals, inspections, or maintenance is missing. In cases of liability, such as building damage or accidents, the absence of relevant records can result in a reversal of the burden of proof, putting the owner or manager in a disadvantageous legal position. There is also a risk of civil claims for damages by buyers, tenants, or neighbors if defects cannot be traced due to insufficient documentation. In extreme cases, this may also lead to the rescission of purchase contracts or rent reductions.
Who bears the burden of proof in the event of damage if the DGA is incomplete?
If the DGA is incomplete or deficient, the owner or manager generally bears the burden of proof for the proper fulfillment of his construction, safety, and civil law duties. In case of disputes, such as claims for damages due to building defects or deficiencies, the absence of documentation is regularly considered as evidence that certain measures were not taken or were not properly implemented. The case law places great importance on precise and continuous documentation to prove compliance with statutory obligations. If the owner cannot provide a complete documentation using the DGA, this may adversely affect his legal position in civil proceedings and result in a reversal of the burden of proof.
What special data protection challenges exist with the DGA?
The DGA contains a large amount of personal data, such as information about owners, tenants, service providers, or tradespeople, and is therefore subject to strict data protection regulations, especially the GDPR. Owners and administrators must implement appropriate technical and organizational measures to protect the data from unauthorized access. Every change, transfer, or inspection must be logged (Art. 5, Art. 30 GDPR). Transmission to third parties or authorities requires a clear legal basis, for example due to statutory disclosure obligations or legitimate interests. Data protection violations can result in severe penalties, and data subjects may additionally request information, correction, or deletion of their data. When using external cloud or IT service providers, data processing agreements must also be concluded and compliance with the GDPR must be ensured.
