GER: Electronic Signature Certification Sufficient for Commercial Register Filings

Jan 15, 2026 Benn-Ibler Rechtsanwälte

The German Federal Court of Justice (Bundesgerichtshof, hereinafter BGH) has examined whether handwritten signature may be certified via a basic electronic certificate, thereby clarifying legal requirements within this context.

GmbH dissolution in commercial register

In the case at hand, the dissolution of a German limited liability company (GmbH) along with the appointment and authority of the liquidator needed to be entered into the commercial register. The managing director executed the registration in paper form, after which the notary scanned the document, verified its conformity with the digital image, and provided an electronic certification of the signature. Nevertheless, both the registry court and the higher regional court raised objections, insisting upon certification of the signature in paper form rather than electronically.

Certification by simple electronic certificate

The BGH ruled that certifications of signatures on applications for entry in the commercial register are allowed to be carried out using a simple electronic certificate.

Section 39a(1) sentence 1 of the German Notarisation Act (Beurkundungsgesetz, hereinafter BeurkG) expressly permits the creation of simple electronic certificates. This includes the certification of a handwritten signature on paper. The reference to Section 39 of the BeurkG clarifies that electronic certifications are not limited to purely electronic signatures. However, the BGH agreed with the lower court’s objection that Section 40 of the BeurkG requires paper-based certifications. However, this provision merely regulates the procedure, not the form of certification.

This decision is also of practical significance given that commercial register applications must be submitted electronically under Section 12(1) of the German Commercial Code (Handelsgesetzbuch, HGB). While certified electronic signatures have not yet become widely accepted, the BGH believes there is a legitimate need for electronic certification of analogue signatures.

BGH II ZB 20/24 (26 November 2025)