Special requirements for shareholders from abroad

To form a German incorporation it is basically required to sign them with a German notary public. However, if the shareholder/ Managing Director is not able to personally come to Germany there are other possibilities to get them certified signed. Actually an appropriate person could represent the shareholder during the incorporation meeting. In that case there are certain requirements to meet:

1. Shareholder

First of all the future shareholder has to grant us a power of Attorney (poA) regarding the incorporation. With this poA we are allowed to represent you during the incorporation meeting with the notary public and are further allowed to provide the notary with the necessary declarations and certifiably sign the foundation deed. After receiving a copy of the shareholder’s passport we will draft such a poA. This poA has to be certifiably signed by the future shareholder.

Regarding the certification of the poA you can sign it with a local notary public or with a German embassy or Consulate. As far as you need a further legalization of your document if you sign the poA with a local notary public to get it accepted in Germany (apostile or legalization) we actually highly recommend to go with the German Consulate or embassy.

If there shall be more than one shareholder each of them has to grant us such a certified poA.

2. Managing Director

After the incorporation meeting the Managing Director of this new company is required to sign an instruction of the notary as well as the application to the companies register for registering the new company. These documents have to be certifiably signed as well. If the Managing Director could not come to Germany he also to meet with a German Consulate or notary public (regarding the certified signature please see above No 1). 

3. Opening of Bank account

Every German corporation is required to have a bank account within Germany particularly for the deposit of the share capital. The procedure of opening such bank account depends on the chosen bank. Basically we would send you the documents regarding the opening of account. These documents again together with the passport has to be certifiably signed with a local notary public. Afterwards the certification of the signatures has to be legalized with an apostile or if your certain country is not part of the Haager convention on certifications you have to get a legalization for your signatures to get them accepted within Germany. Unfortunately German Consulates do not any longer the certification of signatures beneath banking documents.  

Please note all mentioned documents have to be provided in original.  

4. Additional requirements if one the shareholders is a foreign company

First of all we have to provide the German companies register with an official proof that your foreign company exists and who is allowed to represent it. Basically it is enough to provide them with an official excerpt of the foreign companies register reflecting all the required information. However, there are several countries where there are no such excerpts provided nonetheless there you can apply for similar official or notarized certifications proving the existence of your company (e.g. “Certificate of Incorporation”). This excerpt again has to be certified and further be legalized with an apostille or legalization. Regarding the opening of a bank account for such a company you further need to provide the Bank with a list of shareholders of your foreign company. The Bank in the end wants to know who the natural person is being eventually the beneficial owner of the company. The details has to be coordinated with the bank. Please note all mentioned documents has to be provided in original. Please be aware all of these documents has to be notarized and further be legalized with an apostille or legalization. Furthermore it is required to certifiably translate them into German.  

Liesegang & Partner mbB, Rechtsanwälte