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Gereonshof 2

50670 Köln

T   +49 221 179360

F   +49 221 120014

Welcome

to the website of Dr. Benedikt Schmitz and Dr. Stefan Heinze, notaries public in Cologne

Are you or your employer based outside Germany and do you require a notary?

Or are you a foreign national and have moved your habitual place of residence to Germany, either temporarily or permanently?

We speak English and are happy to assist. We also provide our documents in English and can create translations tailored to your needs.

 

German law requires a notary public for many economically important transactions.  See below for the occasions when foreign nationals typically require the services of a German notary public.

 

News, May 24, 2019:

The Federal Supreme Court has decided that the norm of § 179a AktG is no longer applicable analogously in the law of the GmbH, ie the German Limited Liability Company. The practical repercussions are enormous. The prevailing opinion so far had always assumed § 179a AktG was applicable.

There are also numerous follow-up questions that have not yet been clarified. Notary Dr. Stefan Heinze has published a commentary of this decision on our German homepage. Please do not hesitate to contact us if you have any questions.

Setting up a private limited company (GmbH) under German law – Company Law in Cologne

Dr. Benedikt Schmitz, MBL

The most widespread type of German company is a GmbH. The abbreviation stands for Gesellschaft mit beschränkter Haftung – a private limited company. This is also what most foreign companies and individuals usually set up when they want to do business in Germany.

Alternatively, it is possible to enter a German branch – known as a Zweigniederlassung – in the German Commercial Register. Both cases require the use of a German notary public. We have the necessary experience and tools to help you achieve your goal. 

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Dr. Benedikt Schmitz, MBL

Acquisition of a so-called shelf company

In recent years banks have been making it rather difficult for foreign nationals to open German bank accounts. This may be a problem if you want to set up a GmbH. Under German law, a GmbH can only be entered in the Commercial Register when the share capital – or at least part of it – has been paid into the company’s bank account.

The usual procedure is that a bank account is opened for the new company as soon as its foundation has been attested by a notary public. Unfortunately, this is the point when German banks may have problems cooperating, due to real or perceived compliance requirements or money laundering regulations. These issues, however, can be overcome. However, if time is at a premium, a good alternative might be to purchase a shelf company, called Vorratsgesellschaft in German. 
It is a firm which has been put on the “shelf”, i.e. created without any corporate activities. Such companies, which are set up and traded by commercial vendors, can be purchased from them. Moreover, their articles of association can be adjusted to suit the buyer’s preferences, and the management can be replaced. Although a shelf company is more expensive than starting from scratch, it saves quite a lot of time, as the capital has already been paid in and the company can be used immediately. Again, however, a notary public is needed to provide notarial documentation for the purchase of the shares and to issue the documents needed by the court of registration. Under German law, these are requirements for the activation of the company. Do please contact us if you are interested.
 

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Purchase and financing of property – real estate in Cologne

Dr. Benedikt Schmitz, MBL

Have you permanently moved your habitual place of residence to Germany, and would you now like to buy a property? Unless you are a professional lawyer, you’ll find it difficult enough to understand your own legal system – and this is particularly true in a foreign culture that uses complicated legal language.

The purchase of a property always throws up a range of issues. When it comes to the legal side, we can help you with a large number of English texts and German translations. We are particularly concerned that you should understand the full significance and repercussions before you buy a property. Under German law, you need notarial documentation for such a purchase. This is mainly to protect you as the buyer from any hasty decision. German law also puts the notary public under an obligation to tell the contracting parties about the legal consequences – a service which we can provide in English. So even if your German isn’t up to it yet, it shouldn’t stop you from buying a property. German property law has two important hallmarks: legal certainty and reliability.

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Dr. Benedikt Schmitz, MBL

Wills and powers of attorney

Even if you’ve kept your foreign nationality, German law is applicable to you if your habitual place of residence was in Germany at the time of your death. Having your habitual place of residence in Germany doesn’t necessarily mean that you need to have lived there for many years. It may be sufficient for you to have rented a flat in Germany for an indefinite period of time. This comes as rather a surprise to many foreign nationals.

However, you do need to make arrangements for who inherits your property after your death, particularly if that property is in Germany. We can help you to arrange this. There are quite a few legal procedures that you may be taking for granted in your own country, but which are not possible in Germany – for instance, setting up a will that requires no more than a printed document and several witnesses. So to avoid disappointment and to ensure that you can plan safely, both for yourself and your family, it is good to get professional advice. 
One issue that is becoming increasingly important – almost as much as death – is that of mental capacity. German law specifies that adults without mental capacity should be given a deputy who will act as their legal representative. This is nothing unusual, and it is probably the same or similar in most countries. The procedure involved in deputising, however, is often complex and expensive. In many cases the deputy is answerable to a court of protection – Betreuungsgericht in German – and must obtain approval for a range of purposes, such as the sale of a property. It is of course possible to state a preference as to who should be appointed as a deputy. However, if no preference is stated, then the court may appoint a complete stranger.
There is also another option: in most cases deputising can be avoided through healthcare proxy, “lasting power of attorney”, “durable power of attorney” – Vorsorgevollmacht in German. German law is highly flexible in this area and provides several efficient ways of handling such issues. One special feature of German law is that a general power of attorney is recognised even if it does not list specific activities. As long as a general power of attorney – Generalvollmacht – is in place, you can rest assured that a trusted person will be handling all your affairs if you ever lose your mental capacity. You don’t need to worry that you might have forgotten something important. Furthermore, German law also specifies that such a power of attorney continues beyond the person’s death. This makes it much easier to administer the deceased person’s estate. Do please contact us if you are interested.

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