Germany’s DiRUG: More Efficient Data Transmission in the EEA

Jul 29, 2022 Benn-Ibler Rechtsanwälte

The Act on the Implementation of the Digitalisation Directive (Gesetz zur Umsetzung der Digitalisierungsrichtlinie, DiRUG) is due to come into force in Germany on 1 Au-gust 2022. The DiRUG will implement Directive (EU) 2019/1151 with regard to the use of digital tools and procedures in company law. The purpose of the Directive is to simplify the formation of companies and the establishment of branches across borders within the EU through the use of digital procedures and tools, thus making this procedure more cost- and time-efficient. In particular, micro-enterprises as well as small and medium-sized enterprises are thus to be disburdened.

The implementation of the Act is intended to be carried out with the greatest possible respect for already existing principles of German commercial and company law. In particular, the integrity and functionality of German cooperative, commercial, and partnership registers shall be preserved. Notaries and registry courts must continue to play a decisive role in this. The requirements of the Directive on online procedures are to be implemented with the help of an online video communication system operated by the German Federal Notary's Office (Bundesnotarkammer). For the first time, it will be possible to certify qualified electronic signatures and to authenticate declarations of intent through notarial online procedures.

The proposed draft contains the following regulations, some of which will fundamen-tally change the current German system of registering companies:

• Introduction of an online procedure for the formation of a GmbH (limited liability com-pany)
• Introduction of an online procedure for register applications of branch establishments as well as for corporations (GmbH, limited liability companies; AG, joint stock compa-nies; KGaA, limited partnerships; UG, limited liability companies; and for sole traders).
• Disclosure of documents, fees, and information (such as accounting documents and company reports) in the commercial and company register. There will be no need to publish these in a separate portal or official gazette.
• Improved cross-border exchange of information via the European System of Register Interconnection (BRIS). In future, information on foreign branches in an EU member state or a signatory state to the EEA must be entered in the commercial register by a corporation with its registered office in Germany.

 BGBl 2021 Teil I Nr.52 (German Federal Law Gazette 2021 Part I No.52)