Can a Foreign Notary Handle My GmbH Filing?

Two types of notarial act — different rules for each

German law draws a hard line between two types of notarial act, and the rules for using a foreign notary are completely different for each.

Beurkundung (full notarisation) is required for the most significant corporate acts: incorporating a GmbH, amending the articles of association, transferring GmbH shares, and certain shareholder resolutions. For all of these, only a German notary will do. There is no equivalence test, no workaround, and no exception. A Beurkundung carried out by a foreign notary — regardless of their qualifications or the care they take — will not be accepted by a German commercial registry. The good news: German notaries can now conduct Beurkundung remotely via the official German online platform, so you do not need to travel to Germany (but identification requirements still apply).

Beglaubigung (certification) is a more limited act: the notary certifies the authenticity of a signature or a copy, but does not record or validate the underlying transaction. Commercial register filings such as changes to the registered business address, appointment or removal of a managing director, and similar administrative changes typically require only a Beglaubigung. For these, a foreign notary can in principle be used — subject to the conditions described below.

Before instructing anyone, confirm with us or with the registry which type of act your specific filing requires.

Using a foreign notary for certification (Beglaubigung)

Where a certification (Beglaubigung) is all that is required, German law recognises foreign notaries provided their procedure is substantively equivalent to the German one. Equivalence is assessed against the rules of the foreign system, not the individual notary's conduct on the day.

The core requirements are:

The notary must personally verify the identity of the signatory. Delegation to a member of staff or an external provider does not satisfy this requirement.

The identification document presented must give the notary reliable assurance of the signatory's identity — a valid government-issued photo ID, presented in person, is the standard approach.

The act must take place within a framework subject to governmental or equivalent supervision, consistent with the public-law character of notarial certification.

On the question of which foreign notaries qualify: the relevant test is whether these substantive conditions are met — not whether the notary operates under a civil-law or common-law system. Notaries public in the United States and the United Kingdom are regularly used for German commercial register filings that require a certification (Beglaubigung), and this is widely accepted practice. Civil-law notaries in Austria, France, the Netherlands, Spain, and elsewhere equally qualify. What matters in every case is that the signatory appears before the notary in person and that identity is properly verified. It is not sufficient for the notary to simply witness the signature without verifying identity, e.g., documents received by mail, or to rely on a video call without an in-person check of the ID document.

Online certification from abroad: not accepted

The German online certification procedure (Online-Beglaubigung) allows a German notary to certify a qualified electronic signature remotely via video. It is a convenient option if travelling to a notary is impractical.

A company recently attempted to use the equivalent Austrian online certification procedure for a German commercial register filing, conducted by an Austrian notary over video. Germany's Federal Supreme Court (Bundesgerichtshof, BGH) rejected the filing in its decision of 25 February 2026 (II ZB 13/24). The reasoning applies equally to any foreign online certification attempt.

The BGH identified four concrete ways in which the Austrian online procedure falls short of the German standard:

Identity verification means. Austria permits identification using a physical ID document checked by video — the notary inspects the document visually over the camera. Germany expressly rules this out. German law requires electronic identity means at a "high" assurance level under the eIDAS Regulation, plus a separate step in which the photograph stored in the document's electronic chip is read out electronically and compared against the person on screen.

eIDAS assurance level. Where Austria does permit electronic IDs, it accepts those at the "substantial" assurance level.

Personal identification by the notary. Austrian law permits the notary's staff or an external service provider to carry out the identification step. German law requires the notary personally.

State-controlled platform. Austrian online certification can take place over a private third-party video platform. The German online procedure must run through the video system operated exclusively by the Federal Chamber of Notaries (Bundesnotarkammer), a public-law body under federal supervision.

The BGH confirmed that these stricter German requirements are compatible with EU law. The non-recognition of the Austrian procedure does not unlawfully restrict the freedom to provide services, because the German standards serve legitimate public interests in the reliability and legal certainty of commercial register entries.

The practical consequence: any online certification by a foreign notary is very unlikely to meet the German standard. If in-person travel to a foreign notary is not possible and the act required is a Beglaubigung, use the German online platform with a German notary.

Apostilles and legalisation: the step most people forget

A foreign notarial certification does not arrive ready to file. In most cases it must first be authenticated for use in Germany — either by apostille or by full legalisation. Submitting without the required authentication will result in rejection.

Apostille applies where the country in which the notarial act was carried out is a signatory to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (1961). This covers the vast majority of countries where foreign Beglaubigungen are obtained in practice, including the United States, the United Kingdom, and all EU member states. The apostille is a standardised certificate affixed to the document by a designated authority in the issuing country — in the US this is typically the Secretary of State of the relevant state; in the UK it is the Foreign, Commonwealth and Development Office. The apostille confirms the authenticity of the notary's signature and seal. It says nothing about the content of the document.

Full legalisation applies where the country is not a Hague Convention signatory. The process is more involved: the document must pass through a chain of authentication — typically the relevant domestic authority, then the foreign ministry of the issuing country, then the German embassy or consulate in that country. This takes longer and involves more coordination.

Exceptions exist. Certain bilateral treaties between Germany and specific countries waive the apostille or legalisation requirement entirely, e.g., between Germany and Italy, France or Denmark, respectively. Within the EU, Regulation (EU) 2016/1191 exempts a defined category of public documents from apostille requirements when circulating between EU member states — though its scope does not cover all notarial acts used for commercial register purposes. Where an exception applies, the document can be submitted directly.

In practice: if you are using a US or UK notary, budget time for the apostille step. It is not automatic and the turnaround varies by state and office. Factor this into your filing timeline — the commercial registry will not accept the document without it, and last-minute authentication requests frequently cause delays.

Summary: what to use for each situation

Beurkundung (incorporation, articles amendment, share transfer): Always a German notary — no foreign alternative. Can be done remotely via the German online platform, so no travel to Germany is required. No apostille needed.

Beglaubigung, in-person with a foreign notary: Permitted. The notary must personally verify identity using a government-issued photo ID, and the signing must take place in person. Notaries public in the US and UK are used for this regularly, as are civil-law notaries across Europe. In most cases an apostille or legalisation is required before filing — check whether a bilateral treaty exception applies.

Beglaubigung, online via a foreign notary: Not accepted. Use the German online platform instead. No apostille needed when using the German online platform.

If you are unsure which type of act your filing requires, which authentication formality applies in your country, or whether a particular notary's procedure will be accepted, ask us before the signing takes place. A rejected filing means starting over — and the commercial registry will not simply substitute a corrected document without additional steps.