Change the Company Purpose Online
When the activities of your GmbH are to change
If the business purpose of a GmbH is to be changed or extended, a notarised shareholders’ resolution is required. Under certain conditions, the notarisation can take place in the online notarial procedure.
What does the company purpose mean in legal terms?
The company purpose describes the field of activity of a GmbH. It forms part of the articles of association and is entered in the commercial register.
If the activities of the company change or expand, it may be necessary to adapt the company purpose in the articles of association. This is an amendment of the articles, in other words a change to the articles of association. It must be resolved by the shareholders and notarised. This also applies to a single-member GmbH.
The amendment is then filed with the commercial register and only takes effect upon entry.
When does the company purpose have to be changed?
A change of the company purpose can become necessary if the existing description in the articles of association no longer matches the actual or planned activities of the GmbH.
Typical cases are:
- the GmbH takes up a new line of business
- the existing activities are significantly extended
- the focus of the business changes
- an existing activity is given up
- the company purpose is worded too narrowly or no longer fits
- several lines of business are to be reflected more clearly in the articles of association
Not every small operational change automatically requires a change of the company purpose. What matters is whether the activities described in the articles of association still match the actual or planned direction of the GmbH.
What to consider in the new wording
The company purpose should describe the activities of the GmbH in a comprehensible and sufficiently specific way. Wording that is too narrow can make later developments difficult. Wording that is too general, such as “trade in goods of all kinds”, can be problematic, because the register court may refuse the entry if it is not clear what the company’s activities specifically consist of.
What matters is therefore wording that describes the planned field of activity in factual terms, without being unnecessarily vague or excessively broad.
Depending on the activity, special requirements may also apply. Certain activities require a licence, for example financial services, real estate brokerage or certain trades. Whether such requirements are affected should be examined in each individual case.
What is handled online?
When changing the company purpose, several steps can be prepared digitally and, under certain conditions, carried out online.
These include in particular:
- classifying the intended change
- preparing the shareholders’ resolution
- preparing the amended provision in the articles of association
- online notarisation of the resolution on the amendment of the articles, provided the requirements are met
- preparing the commercial register filing
- electronic submission to the register court
The online notarial procedure can be an option in particular if all required parties take part and the resolution is passed unanimously.
The Federal Chamber of Notaries points out that online notarial procedures in Germany are carried out via the official portal of the Federal Chamber of Notaries. If the requirements for the online procedure are met, no personal appearance at the notary’s office is necessary.
Process: changing the company purpose online
First, the key details of the GmbH are needed. These include the current company name, the registered office, the commercial register number, the current articles of association and the intended new description of the company purpose.
Based on the details provided, we assess whether the company purpose actually needs to be changed and how the new wording can be framed in the articles of association.
If a change is required, the shareholders’ resolution on the amendment of the articles is prepared. The commercial register filing is also drawn up.
If the requirements for the online procedure are met, the resolution on the change of the company purpose can be notarised online. For this, the parties need the technical requirements for the online notarial procedure, in particular a German ID card or residence permit with the online ID function (eID) activated and the free notary app on their smartphone.
After notarisation, the change is filed with the commercial register. The notary submits the filing electronically to the competent register court.
The change only takes effect upon entry in the commercial register. Until then, the previously registered company purpose remains decisive.
Which documents are required?
To prepare the change, the following details and documents are usually required:
- current company name of the GmbH
- commercial register number
- current articles of association
- current company purpose
- intended new company purpose
- details of the shareholders
- details of the management
- identity documents of the parties involved
- where applicable, existing resolutions or drafts
- where applicable, information on activities requiring a licence
Depending on the case, further documents may be required, in particular if the company name, the registered office or other provisions of the articles are to be changed in addition to the company purpose.
Company purpose, company name or registered office relocation?
A change of the company purpose concerns the activities of the GmbH as described in the articles of association. This must be distinguished from other changes that may also be relevant for the commercial register.
A company name change concerns the registered name of the GmbH. A registered office relocation concerns the registered office of the company as set out in the articles of association. Both can also be amendments of the articles, but they concern different provisions.
If several points are to change at the same time, the transaction can be prepared as a whole. What matters is which amendments must be resolved, notarised and filed with the commercial register in the specific case.
What does changing the company purpose cost?
The notary’s fees are governed by statutory rules and depend on the specific transaction. The decisive factor is in particular whether only the company purpose is changed or whether further amendments of the articles are added.
A flat figure is therefore not possible without examining the individual case. After a brief review, we will gladly give you an initial estimate of the expected costs.
Change the company purpose online
If the activities of your GmbH are to be adapted in the articles of association, Notary Franke prepares the required shareholders’ resolution and the commercial register filing. Under certain conditions, the notarisation can take place in the online notarial procedure.
MarvB ★ ★ ★ ★ ★
“Everything went really well, great communication by email and phone, always friendly and helpful.”
Your notary for changing the company purpose
Notary Franke supports the change of your GmbH’s company purpose, from preparing the resolution to the electronic submission to the commercial register.
We also check whether the online notarial procedure is an option for the specific transaction.
What our clients say about us
Mona
“I am very satisfied, everything was very fast & straightforward.”
L.N
“Straightforward and quick to get an appointment.”
Jasmin
“Reputable notary with super friendly staff.”
Frequently asked questions about changing the company purpose online
Yes, under certain conditions. The resolution on the amendment of the articles can be notarised in the online notarial procedure, in particular if all required parties take part and the resolution is passed unanimously. The notary then prepares the commercial register filing and submits it electronically to the register court.
Yes. The company purpose forms part of the articles of association. If it is changed, this is generally an amendment of the articles.
Yes. Amending the articles of association requires a shareholders’ resolution, which must be notarised.
The change only takes effect upon entry in the commercial register. Until then, the previous company purpose remains decisive under register law.
Not at will. The company purpose should describe the activities of the GmbH in a comprehensible and sufficiently specific way. Wording that is too general can be problematic.
Yes, in principle this is possible. If the company name, the registered office or other provisions of the articles are to be changed in addition to the company purpose, this can be prepared as a single, connected transaction.
If the actual activities no longer match the registered company purpose, the articles of association should be adapted promptly. Transactions outside the company purpose are generally valid towards third parties, but they can lead to liability issues for the management internally.
Preparing an amendment of the articles online
Changing the company purpose generally requires a shareholders’ resolution, notarisation and a filing with the commercial register. Notary Franke prepares the transaction and submits the filing electronically to the register court.