The necessary documents for entity formation have to be fled
in electronic format. The local court then rules promptly on the
registration and thereafter the documents are entered in the
electronic commercial register.
If the founders delegate their powers to authorized representa-
tives, they need not appear in person before the acting notary for
the formation deed. Any power of attorney must be notarized or
at least “authenticated” by a public notary. In the case of notari-
zation or authentication by a foreign public notary, the certifcate
of the foreign public notary will only be recognized by German
courts if it has been “legitimized” by the German Consulate in
the country in which the power of attorney was notarized or au-
thenticated. There are, however, numerous provisions in interna-
tional conventions stipulating that a so-called apostille certifcate
(i.e. Additional attestation by a foreign authority) is suffcient or,
indeed, that neither legalization nor attestation is necessary.
Some time may elapse between the date of notarization of the
articles and the registration of the GmbH or AG. During this peri-
od, the GmbH or AG is referred to as a “company in formation”
(Vorgesellschaft). Such company is considered to be a separate
entity, which is entitled to act through its representatives, com-
mence business, enter into transactions, and assume liabilities.