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GmbH Registration 4.0 – the online registration of companies
On April 25, 2018, the European Commission presented the “Company Law Package” aimed at digitiz-ing corporate law. The EU Council and the European Parliament are currently discussing the measures contained in this proposal for an EU Directive.
The Company Law Package is particularly noteworthy for its proposals on cross-border online regis-tration of companies and of branches. In Germany, electronic company registration is not possible to date. According to the Commission, this is set to change at least for GmbHs (limited liability companies) and UGs (entrepreneurial companies with limited liability). Transposition of the Commission pro-posal is optional for all other types of companies.
As one of the consequences of the intended online registration of companies, a general manager’s presence at a notary’s office would no longer be absolutely necessary for commercial register registrations. Instead, individuals could be identified using new online ID procedures, such as by ID card with E-ID function, by video conference on smartphones, or by the use of blockchain technology.
According to the EU Commission, Member States should also provide templates for registration and filing. A general maximum limit of five working days is established for completing the process for the registration of companies online.
The objectives of the Commission proposal are highly welcome. Even if the proposals for the online registration of companies are disruptive in nature for traditional German corporate law, it is high time for digitization advantages to be exploited. Just as replacing the personal liability of entrepreneurs/merchants with a liability limited to the liability capital represented a quantum leap towards the end of the 19th century, the registration of a corporation that is no longer done personally but digitally online can be considered a normal further step of abstraction.
Several issues, such as the ones relating to the protection against digital abuse or the personal responsibility of general managers and their specific implementation by the EU and national legislators, remain to be reviewed with interest.