Your notary for corporate law in Cologne

If you want to set up a small business as a lone fighter and are afraid of the effort involved in setting up a limited liability company, then registering your business as a sole trader is the right choice for you. To do this, you only need to be clear in advance about the company, i.e. the name of the company, and the area of activity. With regard to the name, it is advisable to make a brief call to the Chamber of Commerce and Industry (IHK) to make sure that the name can be used in the form you want. Then it is advisable to contact your notary so that the registration of your company in the commercial register can be prepared by the notary. For this purpose, the notary only needs your personal details in advance, i.e. name, date of birth, address, the name and address of the company and the object of the company.

After signing the commercial register application before the notary public, the notary public will submit the document to the registry court for registration. After about three weeks you will receive the commercial register number of your company from the registry court. This concludes the process. If you wish to sell your sole proprietorship, the seller and the purchaser only need to appear before the notary public, who will prepare the necessary commercial register application.

In addition to the personal details of the seller and the acquirer, it is necessary to state whether the acquirer may also continue the company or whether the acquirer must choose a new name for the company. If the acquirer continues the company, he/she needs all economic documents, since according to § 25 HGB the acquirer is liable for debts incurred up to now if the company is continued. If, in addition to the company, the business is also continued, the purchaser is also liable under § 75 of the German Fiscal Code (Abgabenordnung) for outstanding business-related taxes. However, your notary will advise you comprehensively on this in a personal meeting.

A checklist of the information we need to prepare you can be found here.

You can find more information on the notary fees here.

The limited partnership is characterised in particular by the fact that, in addition to one or more partners liable with their entire assets (the so-called general partners), there are further partners who are only liable with their contribution, the so-called limited partner’s share.
The advantage of the KG is that it is treated as a partnership for tax purposes and yet, within the framework of the GmbH & Co. KG, the liability of all natural persons can be limited so that only the GmbH has unlimited liability with all its assets.

For the registration of the formation or in case of changes, the certification of the signatures of all partners by a notary public is required. The formation agreement as such only needs to be notarised in the case of a GmbH & Co. KG or in the case of the contribution of real property or GmbH shares to the KG.

In cooperation with your tax advisor, we will be happy to work out the appropriate form and draft the articles of association for you.

A checklist of the information we require for preparation can be found here.

For more information on notary fees, please see here.

The UG is to be seen as a counterpart to the English Limited, which is becoming increasingly widespread. It has the advantages of a German corporation (registration, limited liability) and an English limited company (only 1 euro share capital). The limitation of liability comes into effect as soon as the UG has been entered in the commercial register.
In addition, a fee reduction is granted if the model articles of association are used. The model articles of association may not be changed and only cash contributions, a maximum of three partners and one managing director are permitted. As with a GmbH, the formation, the transfer of shares and amendments to the articles of association must be notarised by a notary public.

• Personal details (surname, first names, maiden name, date of birth, address, profession, nationality) of all shareholders and directors
• Name and address of the company- object of the company
• Amount and distribution of the share capital (at least € 1, -) within the shareholders

At the notarization date, the appearance of the founding shareholders at the notary is required. The founding shareholders establish the articles of association to notarial deed and then appoint the first managing director. The latter registers the formation of the company with the notary. Provided that all shareholders and all managing directors are present at the notary’s office, all these requirements can be carried out in one appointment.

For the submission of the application to the commercial register and thus for the registration of the GmbH, a confirmation of the managing directors that the share capital has been paid in full is also required for the protection of the managing directors.

The notary public will be happy to assist you with the preparation of all documents. After notarization, the notary will provide you with a copy of the certificate of incorporation as well as all documents to be signed. As soon as the confirmation of the managing director about the payment of the share capital has been received by the notary and the notary fees have been paid, the notary will submit the registration together with all documents to the district court. The registration usually takes place within two to four weeks, provided that the court fees are paid.

A checklist of the information we need to prepare can be found here.

The transfer of shares must also be notarized by the notary public.

• Name and registered office of the company
• Articles of association and commercial register extract of the company
• Name of the seller indicating the amount of the share
• Name of the buyer
• Purchase price and date of payment of the purchase price
• Date of transfer of the share
• In the event of a change of director, personal details of the new director
• If the company name and the object of the company are to be changed, corresponding details in this regard
• If the entire company is transferred to one or more new acquirers, the managing director changes and the object of the company is changed, this is a so-called shell sale. In this case, the formation provisions are to be applied, i.e. the share capital must still be available to the company undiminished, which is to be expressly reassured by the new managing director

When notarizing the assignment, the buyer and seller must be present or represented by written power of attorney.

Amendments to the Articles of Association must also be notarized by all shareholders. Subsequently, the changes must be reported to the commercial register by the managing directors.

• Name and registered office of the company
• Articles of association and extract from the commercial register of the company
• Names and addresses of the managing directors
• Requests for amendments to the articles of association

We are also happy to assist you in planning the amendment of the articles of association, especially with regard to the appropriate wording of the passages to be amended. After notarization of the amendments to the articles of association and registration by the director(s) and payment of notary fees, the application is submitted to the registry court. After payment of the court costs, registration of the amendment to the articles of association usually takes between two and four weeks. Please note that amendments to the articles of association only become effective once they have been entered in the commercial register.

Further information on the notary fees incurred can be found here.

We encounter associations in many areas of our lives. In an association, people come together who are committed to a common purpose. By registration in the register of associations, the association becomes a so-called “registered association” (e.V.).

At least seven members must hold a founding meeting. At this meeting, the statutes of the association are adopted and the board of the association is elected. The established statutes must be signed in original by all founding members.

Furthermore, the preparation of a foundation protocol is a prerequisite for registration.

• The date and place of the meeting
• Information on the chairman of the meeting and the keeper of the minutes
• Personal details of the elected board members (surname, first names, date of birth, address)
• The declaration that the elected have accepted the election

The founding minutes must be signed by the chairman of the meeting and the recording secretary. Furthermore, the minutes must be accompanied by a list of attendance, on which all participants are listed with name and place of residence. The articles of association must contain information on the name, registered office and purpose of the association as well as regulations on external representation (executive board in the sense of § 26 BGB). It is advisable to have the articles of association checked by a notary before founding the association. If the association is to serve charitable purposes, it is advisable to have the statutes checked by the responsible tax office before holding the founding meeting.

The board of the association manages the business and represents the association externally. It must be clear from the articles of association by how many persons the association is represented externally.

The application to the register of associations is made by the board of directors in a number authorized to represent the association. The number results from the statute regulations over the executive committee in the sense of § 26 BGB. The members of the board register the foundation of the association at the registry court (district court) via the notary. The original minutes of the foundation and the articles of association must be submitted. After registration of the association, the original documents are returned to the association with a note of the registration.

In the event of changes, the same formalities must be observed as for the new formation. Thus, the minutes of the meeting must always be drawn up, and the same requirements apply to them as to the minutes of the foundation meeting. As then the executive committee in representation-entitled number under presentation of the original minutes must announce the appropriate change of the statute or the executive committee over the notary at the register court.

Further information on the notary fees incurred can be found here.

As your notary public for corporate law, we are at your disposal for consultation and/or notarization in the field of corporate law.

Drafts of corporate law will of course be prepared in cooperation with your lawyer, your corporate law firm and/or your tax advisor/auditor.