File a Change of Managing Director Online
When the management of your GmbH or UG changes
If the management of a GmbH or UG changes, this change must be filed with the commercial register. At Notary Franke, the commercial register filing can be prepared online, notarially certified by video conference and submitted electronically to the register court.
Filing a change of managing director online: what does that mean in practice?
If the management of a GmbH or UG changes, this change must be filed with the commercial register. This applies, for example, when a new managing director is appointed, a previous managing director leaves or the rules on representation change.
At Notary Franke, the necessary commercial register filing can be prepared online and notarially certified online. You do not necessarily have to come to the office in person for the certification.
The online appointment itself concerns the notarial certification of the commercial register filing. The appointment or removal of the managing director takes place by shareholders’ resolution.
Which cases is the online filing suitable for?
The online filing is suitable for typical changes in the management of a GmbH or UG.
A new managing director is to be registered with the commercial register for a GmbH or UG.
New managing director
A previous managing director leaves or is removed from the management.
Managing director leaves
The rules on representation are to be adjusted, for example sole representation, joint representation or exemption from Section 181 BGB.
Change the power of representation
The commercial register filing is to be prepared digitally, notarially certified online and submitted electronically to the commercial register.
Online instead of on site
What is handled online in a change of managing director?
In a change of managing director, the commercial register filing is prepared and notarially certified online. The change of management itself is usually based on a shareholders’ resolution.
The following can be prepared digitally and handled online:
- digital submission of the company details
- review of the required documents
- preparation of the commercial register filing
- coordination of the draft before the appointment
- notarial online certification by video conference
- electronic signature in the online procedure
- electronic submission to the commercial register by the notary
The process remains notarially supported but takes place largely digitally.
Process: registering a managing director online
You let us know which change is to be filed. For example: new managing director, departing managing director or change of the power of representation.
Your notary needs the company name and details of the shareholders and of the incoming or departing managing directors.
The necessary details and documents can be submitted digitally in advance.
The following are usually required:
- name of the company
- current commercial register extract
- current articles of association
- shareholders’ resolution on the appointment or removal
- details of the new managing director
- details of the departing managing director
- intended rules on representation
- identity documents of the persons making the filing
Depending on the articles of association or the register situation, further documents may be required.
Based on the details provided, the commercial register filing is prepared. It notifies the register court of the change in the management or the power of representation.
If a new managing director is registered, the filing also contains the declarations of the new managing director required by law. These include in particular the assurance that there are no legal obstacles to the appointment.
The notarial certification takes place in the online procedure by video conference. The identity of the parties is verified. The filing is then signed electronically.
For the appointment, the parties need the technical requirements for the online procedure, in particular a German ID card or residence permit with the online ID function (eID) activated.
After the online certification, the notary submits the filing electronically to the competent register court.
The register court examines the filing and then records the change in the commercial register.
Who has to take part in the online appointment?
That depends on which change is being filed and who represents the company at the time of filing.
In many cases, the managing directors with power of representation must sign the commercial register filing. If a new managing director is registered, it must also be checked which declarations they have to make in person.
This question is clarified during preparation so that the online appointment can take place with the right people.
What technology do I need for the online appointment?
For the notarial online certification you usually need:
- an identity document with the online ID function activated
- the notary app of the Federal Chamber of Notaries and the AusweisApp on your smartphone
- a smartphone or card reader
- camera and microphone
- a stable internet connection
- access to the online procedure of the Federal Chamber of Notaries
Above all, it is important that the online ID function is activated. This should be checked before the appointment so that the certification does not fail because of the technology.
Combining a change of managing director with other changes
A change of managing director can be combined with other commercial register filings. This is useful, for example, if the business address, the company name or the rules on representation are to be changed at the same time.
When is the online filing sensible?
The online filing is particularly suitable if the parties are not in Berlin or want to prepare the transaction regardless of location.
This can be useful, for example, if:
- the parties are not in Berlin
- the change of managing director is to be prepared regardless of location
- the documents are to be coordinated digitally
- the appointment is to take place by video conference
The process remains notarially supported. Only the route there becomes more digital.
Would you like to file a change of managing director online?
Prepare the commercial register filing digitally and have the certification carried out online by video conference. Notary Franke then submits the filing electronically to the register court.
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“I am very satisfied. Fast and professional handling.”
Change of managing director online with Notary Franke
Notary Franke supports the online filing of a change of managing director in a GmbH or UG.
You submit the required details digitally. The commercial register filing is prepared, notarially certified in the online appointment and then submitted electronically to the register court.
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Change of managing director online with Notary Franke
Notary Franke supports you in filing a change of managing director online, from preparation to electronic submission to the register court.
Frequently asked questions about filing a change of managing director online
Yes. The commercial register filing for a new managing director can be notarially certified online and then submitted electronically to the register court.
Not necessarily. If the technical requirements are met, the notarial certification of the commercial register filing can take place online by video conference.
The appointment usually takes place by shareholders’ resolution. This can be sent to the notary’s office in the original by post in advance. Alternatively, the shareholders can also sign the resolution in the online appointment.
For the appointment, the identity documents of all parties and the signed shareholders’ resolution are required.
The notary usually draws up the shareholders’ resolution for the change of managing director based on your details.
As part of the online procedure, you receive the prepared documents for review before the appointment.
That depends on the specific case. As a rule, the managing directors with power of representation sign. When a new managing director is registered, additional personal declarations by the new managing director are required.
After the online certification, the notary submits the filing electronically to the competent register court. The register court examines the filing and makes the entry.
The notary’s fees for a change of managing director online start at approx. EUR 340 net.
These fees include:
- drawing up the shareholders’ resolution by the notary based on your details
- drafting the commercial register filing
- notarial certification in the online appointment
- commercial register filing
Notary fees are fixed by law. The fees are therefore in principle the same at every notary.