Companies registered in England and Wales who are conducting business in Germany may be asked to provide evidence of their legal existence and confirmation of the authority of individuals acting on behalf of the company.
A common method of satisfying these requirements is through a Notarial Certificate of Company Existence and Representation prepared by a Notary Public.
We can assist companies based in England and Wales who that require corporate documents for use in Germany, including bespoke certificates confirming company existence, director authority, and corporate representation.
What Is a Notarial Certificate of Company Existence and Representation?
A Notarial Certificate of Existence and Representation is a formal certificate prepared by a Notary Public following a review of company records and supporting documentation.
The certificate typically confirms matters such as:
- The full name of the company.
- The company’s registration number.
- The company’s registered office address.
- The date of incorporation.
- The company’s status based upon available records.
- The identity of directors or authorised representatives.
- The authority of individuals to execute documents on behalf of the company.
The precise content of the certificate will depend upon the requirements of the German receiving authority, notary, bank, commercial registry, or business counterparty requesting the document.
Why Are These Certificates Required in Germany?
German authorities and commercial organisations often require independent verification of foreign corporate entities before accepting documents or completing transactions.
A Notarial Certificate of Existence and Representation may be requested in connection with:
- Establishing a branch office in Germany.
- Registering a subsidiary.
- Opening corporate bank accounts.
- Acquiring property.
- Commercial contracts.
- Share transactions.
- Corporate restructuring.
- Registration with German authorities.
- Cross-border financing arrangements.
The certificate provides reassurance that the company exists and that the individuals acting on its behalf have appropriate authority.
Information Used to Prepare the Certificate
When preparing a Certificate of Company Existence and Representation, a Notary Public will usually review relevant documentation, which may include:
- Certificate of Incorporation.
- Articles of Association.
- Companies House filings.
- Confirmation Statements.
- Registers of Directors.
- Board resolutions.
- Corporate authorisations.
- Identification documents for authorised signatories.
Additional documents may be required depending upon the complexity of the transaction and the requirements of the recipient.
German Notarial and Commercial Registry Requirements
Germany has a highly structured legal system, and many corporate transactions require documentary evidence that satisfies local legal requirements.
German notaries, commercial registries and financial institutions frequently require foreign corporate documents to be supported by notarised certificates and official authentication procedures.
In many cases, company documents of companies who are registered in England and Wales must not only be certified by a Notary Public and receive a United Kingdom of Great Britain and Northern Ireland government Hague Convention 1961 Apostille before they will be accepted in Germany.
Apostille Requirements for Germany
As both the United Kingdom and Germany are parties to the Hague Convention 1961, many corporate documents intended for use in Germany require an Apostille issued by the Foreign, Commonwealth and Development Office. These documents are to be certified by an English qualified Notary Public.
The Apostille confirms the authenticity of the Notary Public’s name, signature and official seal.
The receiving authority in Germany will determine whether an Apostille is required for a particular transaction.
Common Corporate Documents Used with German Transactions
In addition to a Certificate of Company Existence and Representation, German authorities may request:
- Powers of Attorney.
- Board resolutions.
- Shareholder resolutions.
- Certified copies of Companies House documents.
- Certificates of Incorporation.
- Articles of Association.
- Commercial agreements.
- Certificates relating to Directors.
Each transaction should be reviewed individually to determine the exact documentation required.
How We Can Assist
We can assist companies registered in England and Wales who require corporate documentation for use in Germany and other international jurisdictions.
Services include:
- Preparation of Notarial Certificates of Company Existence and Representation.
- Certification of Companies House documents.
- Notarisation of Powers of Attorney.
- Authentication of corporate documents.
- Apostille applications.
- Corporate identity verification.
Based in the Financial Services district of the City of London, we regularly assist businesses involved in international trade, finance, property transactions and corporate restructuring matters requiring documentation for use overseas.
Conclusion
German authorities, banks and commercial entities frequently require independent confirmation of a company’s legal existence and the authority of those acting on its behalf.
A Notarial Certificate of Company Existence and Representation can provide this confirmation and may form an important part of a cross-border transaction involving Germany.
If your company has been asked to provide corporate documentation for use in Germany, obtaining advice from a Notary Public at an early stage can help ensure that documents are prepared correctly and meet the requirements of the receiving authority.
For further information, please contact us.
Disclaimer: This article is provided for general information only and does not constitute legal advice. Requirements vary according to the transaction and the receiving authority in Germany. Specific advice should be obtained for individual circumstances.