File a Registered Office Relocation Online
When the registered office of your GmbH is to change
If the registered office of a GmbH as set out in its articles of association is to be relocated, a notarised shareholders’ resolution is required. Under certain conditions, the notarisation can take place in the online notarial procedure.
What does a registered office relocation mean in legal terms?
A registered office relocation concerns the registered office of the GmbH as specified in the articles of association, for example “Berlin” or “Munich”. This registered office must be distinguished from the specific business address (e.g. street and house number).
If the registered office set out in the articles is changed, this is an amendment of the articles, in other words a change to the articles of association. This requires a shareholders’ resolution, which must be notarised. This also applies to a single-member GmbH. The change is then filed with the commercial register and only takes effect upon entry. The legal basis is in particular Section 53 GmbHG and Section 54 GmbHG.
Registered office relocation or change of business address?
Not every change of address is a registered office relocation. What matters is what is to be changed.
A change of the business address concerns the address of the company entered in the commercial register. The registered office set out in the articles remains unchanged.
A registered office relocation, by contrast, concerns the place specified in the articles of association as the registered office of the GmbH. If this is changed, an amendment of the articles of association is generally required.
If only the business address is to be changed, this page is the right one. If the registered office set out in the articles of association is to be changed, it is a registered office relocation.
What is handled online?
In a registered office relocation of a GmbH, several steps can be prepared digitally and, under certain conditions, carried out online.
These include in particular:
- classifying whether it is a registered office relocation or only a change of the business address
- preparing the shareholders’ resolution
- online notarisation of the shareholders’ 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 official portal of the Federal Chamber of Notaries also lists the change of a GmbH’s registered office as a possible case for an online shareholders’ resolution amending the articles.
If the requirements for the online procedure are met, no personal appearance at the notary’s office is necessary.
Process: filing a registered office relocation online
First, the key details of the GmbH are needed. These include the current company name, the current registered office, the commercial register number, the intended new registered office and the current articles of association.
Based on the details provided, we check whether a change of the business address is sufficient or whether the registered office under the articles is to be changed. This determines which documents are required.
If it is a registered office relocation, the required shareholders’ resolution is prepared. The commercial register filing is also drawn up.
If the requirements for the online procedure are met, the resolution on the registered office relocation can be notarised online. For this, the parties need the technical requirements for the notarial online 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 registered office relocation 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 previous registered office remains decisive under register law.
Which documents are required?
To prepare the registered office relocation, the following details and documents are usually required:
- current company name of the GmbH
- commercial register number
- current registered office of the company
- intended new registered office under the articles
- current business address
- 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 company name, the company purpose or other provisions of the articles are to be changed in addition to the registered office.
Combining a registered office relocation with other changes
A registered office relocation can be combined with other amendments of the articles of association. This can be useful, for example, if the company name, the company purpose or other provisions of the articles are to change at the same time.
In this case, the transaction is 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 a registered office relocation 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 registered office relocation is resolved 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.
Preparing a registered office relocation online
Notary Franke prepares the shareholders’ resolution and the commercial register filing. Under certain conditions, the notarisation can take place in the online notarial procedure.
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“Got an appointment super quickly, everything was clarified and arranged in advance.”
Your notary in Berlin for the registered office relocation of your GmbH
Notary Franke supports the change of your GmbH’s registered office under the articles, 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
Derin
“Fast, straightforward and went really well.”
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Frequently asked questions about filing a registered office relocation online
Yes, under certain conditions the required shareholders’ resolution can be notarised online. The commercial register filing is then prepared and submitted electronically to the register court.
No. The business address is the address of the company entered in the commercial register. The registered office, by contrast, is the place specified in the articles of association. If this registered office is changed, it is generally an amendment of the articles.
Yes. In a GmbH, the registered office is set out in the articles of association. Amending the articles of association generally requires a shareholders’ resolution, which must be notarised.
The registered office relocation only takes effect upon entry in the commercial register. Before that, the new registered office is not yet registered. The entry is usually made within a few weeks of submission.
Yes, in principle this is possible. If the business address changes in addition to the registered office under the articles, this can be taken into account during preparation.
Yes, other amendments of the articles can in principle also be prepared as a single, connected transaction. These include, for example, changing the company name or the company purpose.
That depends on the specific case. If the resolution is to be notarised in the online procedure, the required parties must take part in the procedure. The online procedure is an option in particular where the resolution is passed unanimously.
The online notarial procedure usually requires a computer or tablet, a smartphone with the free notary app, and a German ID card or residence permit with the online ID function (eID) activated and the corresponding PIN. Identification takes place via the system provided by the Federal Chamber of Notaries.
File the registered office of your GmbH online
A registered office relocation of a GmbH 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.