Change the Company Name Online
When the name of your GmbH is to change
The company name (Firma) is the name under which a GmbH is entered in the commercial register. Changing this name generally requires a shareholders’ resolution, notarisation and a filing with the commercial register.
Under certain conditions, the resolution can be notarised online. The notary submits the filing to the register court electronically.
What does "changing the company name" mean in legal terms?
In everyday language, “Firma” is often used as another word for business. In legal terms, however, it means the name under which a company is entered in the commercial register.
In a GmbH, the company name forms part of the articles of association. Changing the name of the GmbH is therefore generally an amendment of the articles. It must be resolved by the shareholders and notarised (Section 53 GmbHG).
The change only takes effect once it has been entered in the commercial register. Until then, the previous company name continues to exist in law.
When is a company name change sensible?
A company name change can be necessary or sensible for various reasons. Often it is about a new direction for the business, a clearer public image or adapting to a company structure that has grown.
Typical cases are:
- the GmbH is to be given a new name
- the existing name no longer matches the activities
- a rebranding is also to be reflected in the commercial register
- a fanciful name is to be added or replaced
- several companies are to present a more uniform image
- the existing name is to be simplified or made more precise
Important: Not every desired name can simply be registered. The company name must be suitable for identifying the business, be distinctive and must not be misleading.
What to consider for the new company name
The new company name must be distinctive
The name must be suitable for identifying the company in legal transactions. Names that are too general or purely descriptive can be problematic if they do not sufficiently distinguish the business from others.
The company name must not be misleading
The name must not contain details that could deceive about material business circumstances. This concerns, for example, references to an industry, place names or terms that could suggest a special status.
The GmbH must remain recognisable as a GmbH
In a GmbH, the company name must continue to contain the designation “Gesellschaft mit beschränkter Haftung” or a generally understood abbreviation such as “GmbH”.
What is handled online?
In a company name change of a GmbH, several steps can be prepared digitally and, under certain conditions, carried out online.
These include in particular:
- the legal assessment of the intended new company name
- preparing the shareholders’ resolution
- notarisation of the amendment of the articles in the online procedure, 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. If the requirements for the online procedure are met, no personal appearance at the notary’s office is necessary.
Further information on the online notarial procedure is available here.
Process: changing the company name online
First, the key details of the GmbH are needed. These include the current company name, the registered office, the commercial register number and the intended new company name.
Based on the details provided, the required documents are prepared. These include in particular the resolution on the amendment of the articles of association and the filing with the commercial register.
If the requirements for the online procedure are met, the shareholders’ resolution can be notarised online. For this, the parties need 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 company name change takes effect upon entry in the commercial register. Only then is the new company name legally registered.
Which documents are required?
To prepare the company name change, the following details and documents are usually required:
- current company name of the GmbH
- intended new company name
- commercial register number
- current articles of association
- details of the shareholders
- details of the management
- identity documents of the parties involved
- where applicable, existing resolutions or drafts
Depending on the case, further documents may be required, in particular if the registered office, the company purpose or other provisions of the articles are to be changed in addition to the company name.
Company name change, business address or registered office relocation?
Changing the company name only concerns the registered name of the company. This must be distinguished from other changes that may also be relevant for the commercial register.
A change of the business address concerns the address of the company stated in the commercial register. A registered office relocation, by contrast, concerns the registered office of the GmbH under its articles and may also require an amendment of the articles.
The company purpose is also a separate item in the articles of association. If not only the name but also the activities of the GmbH are to be changed, this should be examined separately.
What does a company name change cost?
The notary’s fees are governed by statutory rules and depend on the specific transaction. The decisive factors are in particular which resolutions are notarised and whether further amendments of the articles are required. After a brief review, we will gladly give you an initial estimate of the expected costs.
Change the name of your GmbH online
If your GmbH is to be given a new name, the required resolution can, under certain conditions, be notarised online. Notary Franke prepares the documents and submits the filing electronically to the commercial register.
Johann ★ ★ ★ ★ ★
“Fast processing and competent advice in every respect.”
Change the company name online with notarial support
If your GmbH is to be given a new name, Notary Franke prepares the required resolution, the notarisation and the commercial register filing.
What our clients say about us
Karina
“The notary was extremely professional and competent.”
Oliver
“Fast and professional work, thank you.”
Clèmens
“Friendly staff and a very competent notary!”
Frequently asked questions about changing the company name online
Yes, under certain conditions the required shareholders’ resolution can be notarised online. The commercial register filing can also be prepared digitally, notarially certified and submitted electronically.
No. The change only takes effect upon entry in the commercial register. Before that, the new company name is not yet registered.
Yes. In a GmbH, the company name forms part of the articles of association. The articles of association can only be amended by a resolution of the shareholders. The resolution must be notarised.
Yes, in principle this is possible. If the company purpose is to be adapted in addition to the company name, this can be prepared as a single, connected transaction. This is then also an amendment of the articles of association.
No. A rebranding can concern the logo, design, website, communication or brand identity. A company name change, by contrast, concerns the name of the company entered in the commercial register. Not every rebranding automatically requires a change of the company name.
No. The company name must be suitable for identification, be distinctive and must not be misleading. In addition, the legal form suffix must be retained for a GmbH.
Preparing the online procedure for a name change
Changing the registered name of a GmbH requires a shareholders’ resolution, notarisation and a filing with the commercial register. Notary Franke supports the transaction and checks whether it can be carried out in the online procedure.