Last week I presented the draft directives of the European Commission on the digitization of European company law. An essential proposal from this “Company Law Package” are online start-ups of corporations. In my opinion, this is an overdue step in Germany!
What is the current situation in Germany if you want to set up a corporation – be it an entrepreneurial company (UG), a limited liability company (GmbH) or a stock corporation (AG)?
You usually go to a lawyer or a notary, sometimes also to a tax consultant, can be advised and then the registration of the company is carried out to the commercial register on the notary.
Only with the registration of the company in the commercial register, this exists and thus there is also the desired limitation of liability.
The involvement of a lawyer
In particular, the special situation that a lawyer participates in establishing such a capital company requires a second look. For this regularly advises the founders in detail about the advantages and disadvantages of the individual company forms.
He designs the articles of association and answers all questions relating to the formation. And if the lawyer is good and familiar with corporate law, then his advice has exactly the same quality as the advice of a notary.
However, then the formalities, ie the reading of the certificate to found the company and the registration, still have to go through the notary. This must be done in the presence of the founders or their representatives at the notary.
If the lawyer has done well, then this appointment may take three quarters of an hour at the notary.
The changes made by the Company Law Package
This is exactly where the proposal of the European Commission comes in. In the future, it should be possible for corporations to be established online.
In practical terms, this is supposed to be the case (as is already possible, for example, in Estonia) that all relevant information about the company is entered online via a login mask. Registration then takes place without the participation of third parties in the commercial register.
Use the opportunities of digitization
At this point I can only ask: Why do not we already have the option of online startups? Why does a country like Estonia have to show us in Germany how to exploit the opportunities of digitization in corporate law?
The objection, which of course is often used against online start-ups, is that of the quality of the advice. But let’s be honest: Will not the founders be patronized unnecessarily?
Should not it be those who have to think for themselves which level of advice they consider necessary? Ultimately, the mandatory requirements that the law places on the foundation of a GmbH, for example, are clearly visible.
To inquire about these guidelines should be readily possible via an online tool. Also, the document about the deposit of the capital stock can be requested online and checked – if necessary by means of an employee at the commercial register itself.
And as far as the advice of founders is concerned with the rights and obligations of shareholders and directors, as well as with regard to the management of society: I think founders can (and should) be readily credited with informing themselves accordingly.
If you think it necessary, you will go to a lawyer or notary and seek advice from them.
Allowing courage for digitization and online start-ups!
Yes, I confess: I trust entrepreneurs and founders something. I trust them that they can decide for themselves whether and to what extent they need help in founding a corporation.
And I also trust them to ask for this help. And finally, I trust them to bear the consequences if things go wrong.
I believe that we should be more courageous in terms of the opportunities offered by digitization. We should not always think about the bad result. Let’s do something for people and make online startups possible!
- What the European “Company Law Package” means for German companies
- These tips will help you make better contracts
- These are the top 15 start-ups from Germany
- Goals and visions: Why they are important for every entrepreneur
Your job market in the digital world
We do what we love every day. You can do that too! Over 20,000 dream jobs in the IT and digital world are just waiting for you in the BASIC thinking job market. Just take a look and discover!