Startup Blog for First Time Entrepreneurs who Bootstrap

Germany Will Let Founders Transfer GmbH Shares by Video Call: What the New Online Notary Law Changes in 2027

TL;DR: can you sell or transfer GmbH shares by video call in Germany now?

Not yet, but soon. On Thursday 15 October 2026, the Bundestag adopted a law that lets a notary certify GmbH share transfers by video call, and lets founders set up an AG or KGaA fully online. The share-transfer part was added by the legal affairs committee only the day before, with start-ups and cross-border funding rounds named as the reason. The law is planned to apply from 1 January 2027, but the Bundesrat still has to deal with it. Founding a GmbH or UG by video call has been possible since August 2022. If you’re splitting equity with co-founders, read our guide to equity distribution in startups.
In Germany, almost every big moment in a company’s life needs a notary: founding it, changing the articles, bringing in an investor, and selling or transferring shares. For a long time, that meant one thing: everyone in the same room, in person, on the same day.
That’s been changing step by step since 2022. On 15 October, the Bundestag took the next step, and this one matters for small founding teams, angel deals and co-founder exits. Here’s what was decided, what still needs a trip to the notary, and how Germany compares with its neighbours.

What happened in the Bundestag on 15 October

After a 20-minute debate, the Bundestag passed the government’s bill to expand notarial online procedures in company and register law, in the version amended by its legal affairs committee, according to the Bundestag’s own report. CDU/CSU, AfD, SPD and the Greens voted for it; Die Linke abstained.
Status: Adopted by the Bundestag. The Bundesrat, the chamber of the 16 states, still has to deal with it before it can be signed and published. In the committee’s version, the law enters into force on 1 January 2027, and the part on the foundation register on 1 January 2028.
From that date, a notary can handle these steps by video call, using the Federal Chamber of Notaries’ video system:
  • GmbH share transfers, and contracts that oblige you to transfer shares (new in committee).
  • Founding a stock corporation (AG) or a partnership limited by shares (KGaA), including the founders’ resolutions appointing the first supervisory board and the auditor.
  • Powers of attorney for registering with the commercial, company and partnership registers.
  • Voting proxies for GmbH shareholder meetings, and proxies for taking over a new GmbH share in a capital increase.
  • Applications to the foundation register, from 1 January 2028.

The big change: GmbH shares can change hands by video call

The government’s original bill, Drucksache 21/4782, did not include share transfers. Experts at the hearing on 4 May asked for them, and the committee added them on 14 October. Its report, Drucksache 21/8596, explains why, citing cross-border funding rounds and share sales of start-ups and scale-ups.
Here’s the gap it closes. Funding rounds with a unanimous vote can already run fully online. But many founders and investors put tag-along and drag-along clauses in a separate shareholder agreement, outside the articles of association. Until now, that common setup still meant an in-person appointment at the notary. A plain share sale, for example when a co-founder leaves or an angel buys shares from a founder, did too.
According to the committee report, the CDU/CSU group said this concerns start-ups and scale-ups in cross-border funding rounds in particular. The committee deliberately did not exclude consumers from the online route. Instead, the notary must take special care that inexperienced parties are not put at a disadvantage by the video procedure.
StepTodayFrom 1 Jan 2027 (planned)
Found a GmbH or UGOnline by video call since Aug 2022 (cash founding)No change: online
Unanimous changes to GmbH articles, incl. capital increasesOnline since Aug 2023No change: online
Transfer or sell GmbH sharesIn person at a notaryOnline by video call
Contract obliging you to transfer GmbH sharesIn person, unless it sits in the articlesOnline by video call
Found an AG or KGaAIn personOnline, incl. first supervisory board and auditor
Proxies for GmbH votes and capital increasesIn personOnline
Majority resolutions against a minorityIn personStill in person
Sources: Drucksachen 21/4782 and 21/8596, Deutscher Bundestag.

What still needs an in-person appointment

Germany is opening the notary step by step, not all at once. The government limited the online route to consensual deals, where everyone agrees. Some things stay offline:
  • Majority decisions against a minority of shareholders: the bill says the online route is still not suitable for them.
  • Deals that need a notary for other reasons, such as a contract to buy or sell land, keep their in-person rule.
  • Company conversions and mergers under the Transformation Act were not added, although one expert at the hearing asked for them.
  • In person stays possible: the online route is an option, not a duty. The AfD said in committee that in-person should remain the legal default.
The committee asked the government to review the law after two years instead of four, to check whether more procedures can go online, and to report back.

What experts said

At the hearing on 4 May 2026, the experts broadly backed the bill, according to the Bundestag’s summary (our translation from German):
  • Prof. Sebastian Omlor (University of Marburg) called the bill “richtig und wichtig”, right and important, and said GmbH share transfers should be included.
  • Dr. Jan Christoph Pfeffer (federal association of in-house lawyers) said there was no objective reason for share transfers to face stricter form rules than founding a company.
  • Dörte Zimmermann (German Bar Association) said the online procedure had “extrem bewährt”, proved itself extremely well, but that the current patchwork of where it works and where it doesn’t must go.
  • Dr. Michael Bernauer (German Notaries’ Association) said limiting it to consensual deals was right, because non-verbal signals are much harder for a notary to read on video.

How online notarisation works today

If you founded a GmbH or UG online, you already know the process; the new steps will use the same system. According to the economy ministry’s Gründerplattform guide, every shareholder registers on the Federal Chamber of Notaries’ platform and needs an ID card with the eID function switched on, a smartphone with NFC, and a device with a webcam and microphone.
On cost, the guide says founding online costs just as much as a conventional notarisation. The fee depends on the business value, which follows the share capital. So the saving is in travel and time, not in the notary’s fee.

How Germany compares in Europe

The EU’s Digitalisation Directive 2019/1151 made online founding of limited companies possible across the EU, and Germany implemented it in 2022. A second directive, (EU) 2025/25, has to be transposed by 31 July 2027, according to law firm Linklaters. Some neighbours go further than Germany:
CountryOnline routeNotary?Good to know
AustriaSingle-shareholder GmbH founded electronically since 1 Jan 2018; GmbH by video call with a notary since early 2019Not needed for a one-person GmbH whose only shareholder is a natural person (conditions apply)Simplest route is for solo founders
NetherlandsBV founded fully online since 1 Jan 2024Yes, by video callDeed and articles can be in English only; open to EU nationals and EU legal entities
EstoniaCompany registered fully online in 15 minutes to 1 hourNo, register works online€265 state fee; needs an e-Residency card and a contact person at €200–400 a year
GermanyGmbH and UG online since Aug 2022; AG, KGaA and GmbH share transfers from 2027 (planned)Yes, by video callFees are the same as in person
Sources: WKO, Houthoff, e-Residency, Gründerplattform.
Germany keeps the notary in every step, unlike Austria’s notary-free route for solo founders or Estonia’s register. But it is closing the gaps that hurt small teams most. If you’re setting up in the Netherlands instead, see our guide to legal basics in the Netherlands.

What this means for you

  1. Co-founders in different cities or countries: from 2027, you shouldn’t need to fly in to sign a share transfer. That makes it easier to build a team across borders, which our guide to expanding across Europe covers in more detail.
  2. Plan for co-founder exits now. When a co-founder leaves, shares often move back or to someone else. A cheaper, faster transfer is good news, but you still need clear rules agreed in advance. Compare the options in solo founder versus co-founder.
  3. Raising from angels? Small angel rounds with side agreements were the awkward case. From 2027, more of the deal can be signed online. See how angel investors back women founders.
  4. Get your shareholder agreement right. Online signing doesn’t make a bad contract better. Start with our contracts and agreements basics and the legal templates and resources list.
  5. Don’t plan a deal around 1 January yet. The Bundesrat still has to deal with the law. Until it is published, book a normal appointment for anything urgent.
  6. Watch the EU route too. A Europe-wide company form, the so-called EU Inc or 28th regime, is still stuck in the European Parliament, as we reported when the EU Inc committee vote was postponed.
Learn the steps before you sign anything

The Fe/male Switch startup game takes you from idea to first paying customers in weekly quests, with an AI co-founder, so you practise team, equity and pitching decisions before real money and real shares are on the line.

👉 Start the game

What to watch next

  • The Bundesrat: when the states’ chamber takes up the law, and whether it calls the mediation committee. Only then can it be signed and published in the Federal Law Gazette.
  • The final printed report: the committee report 21/8596 is an advance version that will be replaced by an edited one.
  • The two-year review: whether the next step adds company conversions, majority resolutions or more powers of attorney.

FAQ: online notarisation and GmbH share transfers in Germany

Can I transfer GmbH shares by video call in Germany?

Not yet. The Bundestag adopted a law on 15 October 2026 that allows it, planned from 1 January 2027. The Bundesrat still has to deal with the law first.

Can I found a GmbH online in Germany?

Yes. Founding a GmbH or UG by video call with a notary has been possible since 1 August 2022, and unanimous changes to the articles, including capital increases, since 1 August 2023.

What changes on 1 January 2027?

If the law is published as planned, GmbH share transfers, contracts obliging you to transfer shares, founding an AG or KGaA and several powers of attorney and proxies can all be notarised by video call.

Is online notarisation cheaper?

No. The economy ministry’s Gründerplattform says online founding costs the same as an in-person notarisation; the fee depends on the share capital. You save travel time, not the fee.

What do I need for an online notary appointment?

An ID card with the eID function switched on, a smartphone with NFC, a device with a webcam and microphone, a stable internet connection and an account on the Federal Chamber of Notaries’ platform.

What still needs an in-person notary in Germany?

Majority decisions against a minority of shareholders, deals that need a notary for other reasons such as land purchases, and company conversions. You can always choose an in-person appointment.
2026-10-17 06:17 Startup News and Trends