(1) The administrative authority competent in accordance with section 87 (5) transmits to the audit oversight body at the Federal Office of Economics and Export Control all regulatory fines decisions as referred to in section 87 (1) to (3).
(2) In criminal proceedings whose subject matter is an offence as referred to in section 86, the public prosecution office, in the event of public charges being preferred, transmits to the audit oversight body the decision which concludes the proceedings. If the decision has been appealed, the decision is to be transmitted together with a reference to which kind of appeal was filed.
Annex 1
(to section 2 (1a))
(Publication source: Federal Law Gazette I 2008, p. 2044–2045)
a) Model Protocol
for the Formation of a Single-Member Company
Document Register No. ……….
On this day, the ……................………………………………………………………………………,
the following person appeared [via video link]5) before me, ……………………………………,
notary with offices in ………………………………………………………………………………… :
Mr/Mrs/Ms1)
……………………………………………………………………………………………………………
…………..………………………………………....................................................…………..... .2)
1. In accordance with section 2 (1a) of the Limited Liability Companies Act, the person appearing before me hereby founds a company with limited liability [via video link]5 under the company name
…………………………………………………………………………..…................…….
with registered office in ............................................................................................ .
2. The object of the company is ……………………………………….…......................... .
3. The company’s share capital amounts to € ……………………………...........………
(in words: ………………………...……. euros), which is to be subscribed to in full by
Mr/Mrs/Ms1) ………………………………………...........................… (Share No. 1).
The capital contribution is to be made in money, without delay in the full amount/50 per cent immediately and the remainder as soon as the meeting of shareholders passes a resolution to call in the amount.3)
4. Mr/Mrs/Ms4) ………………………………………………………………................…….
……………………………………………………………………………................……..,
date of birth: ……………………………, place of residence: …………………....…….
………………………………….………, is hereby appointed director of the company.
The director is exempted from the restrictions set out in section 181 of the Civil Code.
5. The company carries the costs associated with its foundation up to a total of €300, but at most up to the amount of its share capital. Costs over and above that amount are carried by the shareholder.
6. The shareholder receives a copy of this document, the company and the court of registration receive certified photocopies (in electronic form) and the Tax Office (Office for Corporations) receives a simple copy.
7. The notary in particular pointed out the following to the person appearing:
…………………………………………………………………................………………. .
NB
1) Delete as appropriate. Delete ʻMr/Mrs/Msʼ in the case of legal persons.
2) In addition to the name of the shareholder and information regarding the notarised establishment of their identity, where applicable, the matrimonial property regime, the spouse’s consent and information regarding any possible representation are to be included.
3) Delete as appropriate. In the case of an entrepreneurial company (Unternehmergesellschaft), the second alternative must be deleted.
4) Delete as appropriate.
5) Delete ʻ[via video link]ʼ in the case of in-person recording.
b) Model Protocol
for the Formation of a Multi-Member Company with up to Three Shareholders
Document Register No. ……….
On this day, the ……................………………………………………………………………………,
the following persons appeared [via video link]5) before me, …………………………………..,
notary with offices in ………………………………………………………………………………… :
Mr/Mrs/Ms1)
……………………………………………………………………………………………………………
..…………………………………………………………………………..................................…..,2)
Mr/Mrs/Ms1)
……………………………………………………………………………………………………………
..……………………………………………………………………..................................………..,2)
Mr/Mrs/Ms1)
……………………………………………………………………………………………………………
………………………………………………………………………....................................……. .2)
1. In accordance with section 2 (1a) of the Limited Liability Companies Act, the persons appearing before me hereby found a company with limited liability [via video link]5) under the company name
………………………………………………………………................………………….
with registered office in .......................................................................................... .
2. The object of the company is ……………………………………………………….. .
3. The company’s share capital amounts to € ………………………………..............…
(in words: ………………………… euros), which is to be subscribed to as follows:
Mr/Mrs/Ms1) …………………………………………… subscribes to a share with a
nominal value in the amount of € …...……………………........................................
(in words: …………………………...................................…. euros) (Share No. 1),
Mr/Mrs/Ms1) …………………………………………… subscribes to a share with a
nominal value in the amount of € ………………………............................................
(in words: ...........................……………………………………. euros) (Share No. 2),
Mr/Mrs/Ms1) …………………………………………… subscribes to a share with a
nominal value in the amount of € ………………………............................................
(in words: …................................…………………………… euros) (Share No. 3).
The capital contributions are to be made in money, without delay in the full amount/50 per cent immediately and the remainder as soon as the meeting of shareholders passes a resolution to call in the amount.3)
4. Mr/Mrs/Ms4) ……………………………………………………..…………..............….
……………………………………………………………………..………..............…..,
date of birth: ……………………, place of residence: ………...………...............….
………………………...............…......, is hereby appointed director of the company.
The director is exempted from the restrictions set out in section 181 of the Civil Code.
5. The company carries the costs associated with its foundation up to a total of €300, but at most up to the amount of its share capital. Costs over and above that amount are carried by the shareholders in proportion to the nominal values of their shares.
6. Each shareholder receives a copy of this document, the company and the court of registration receive certified photocopies (in electronic form) and the Tax Office (Office for Corporations) receives a simple copy.
7. The notary in particular pointed out the following to the persons appearing:
………….................………………………………………………………………..…... .
NB
1) Delete as appropriate. Delete ʻMr/Mrs/Msʼ in the case of legal persons.
2) In addition to the name of the shareholder and information regarding the notarised establishment of their identity, where applicable, the matrimonial property regime, the spouse’s consent and information regarding any possible representation are to be included.
3) Delete as appropriate. In the case of an entrepreneurial company (Unternehmergesellschaft) the second alternative must be deleted.
4) Delete as appropriate.
5) Delete ʻ[via video link]ʼ in the case of in-person recording.
Annex 2
(to section 2 (3))
(Publication source: Federal Law Gazette I 2021, p. 3364–3366)
a) Model Protocol
for the Formation of a Single-Member Company via Video Link
Document Register No. ……….
On this day, the …………………………………………………………………………...….............,
the following person appeared via video link before me, …………………..…………………..,
notary with offices in ………………………………………………………………………………. :
Mr/Mrs/Ms1)
……………………………………………………………………………………………………………
…………….………………………………………...................................................…………..... .2)
1. In accordance with section 2 (3) of the Limited Liability Companies Act, the person appearing before me hereby, by way of notarial recording via video link under section 16aff. of the Notarial Recording Act, founds a company with limited liability under the company name …………………………………...
…………………………………………………………………………………………….
with registered office in .........................................................................................
2. The object of the company is ……………………………………………............... .
3. The company’s share capital amounts to € ……………………………………….…
(in words: …………………………. euros), which is to be subscribed to in full by
Mr/Mrs/Ms1) ………………………………………………………...… (Share No. 1).
The capital contribution is to be made in money, without delay in the full amount/50 per cent immediately and the remainder as soon as the meeting of shareholders passes a resolution to call in the amount.3)
4. The following is hereby appointed as director/are hereby appointed as directors4) of the company:
Mr/Mrs/Ms4) …………………………………………………………................…….,
date of birth: …………………, place of residence: ………..................…………..
…………………………………………………………………………………………..,
Mr/Mrs/Ms4) …………………………………………………………................…….,
date of birth: …………………, place of residence: ………..................…………..
…………………………….........……………………………………………………. .5)
The director is/The directors are4) exempted from the restrictions set out in section 181 of the Civil Code. Where only one director is appointed, he or she is the company’s sole representative. Where several directors are appointed, the company is represented jointly by two directors or by one director jointly with a person vested with general commercial power of representation (Prokurist).
5. The company carries the costs associated with its foundation up to a total of €600, but at most up to the amount of its share capital. Costs over and above that amount are carried by the shareholder.
6. The shareholder receives a copy of this document, the company and the court of registration receive certified photocopies (in electronic form) and the Tax Office (Office for Corporations) receives a simple copy.
7. The notary in particular pointed out the following to the person appearing:
…………………………………………………….............................………………. .
NB
1) Delete as appropriate. Delete ʻMr/Mrs/Msʼ in the case of legal persons.
2) In addition to the name of the shareholder and information regarding the notarised establishment of their identity, where applicable the matrimonial property regime, the spouse’s consent and information regarding any possible representation are to be included.
3) Delete as appropriate. In the case of an entrepreneurial company (Unternehmergesellschaft), the second alternative must be deleted.
4) Delete as appropriate.
5) Further directors may be added.
b) Model Protocol
for the Formation of a Multi-Member Company via Video Link
Document Register No. ……….
On this day, the ……................………………………………………………………………………,
the following persons appeared via video link before me, ………….…………………………….,
notary with offices in …………………………………………………….………………………… :
Mr/Mrs/Ms1)
………….………………………………………………………………..................................…..,2)
Mr/Mrs/Ms1)
..…..…………………………………………………………………..................................………..,2)
Mr/Mrs/Ms1)
.………………………………………………………………………..................................……. .2)
1. In accordance with section 2 (3) of the Limited Liability Companies Act, the persons appearing before me hereby, by way of notarial recording of the articles of association via video link under section 16aff. of the Notarial Recording Act, found a company with limited liability under the company name ……………..........................................................................................................
…………………………………………………………………………………………..
with registered office in ..................................................................................... .
2. The object of the company is ……………………………......................…………….. .
3. The company’s share capital amounts to € ……………………………...................…
(in words: ………………………..… euros), which is to be subscribed to as follows:
Mr/Mrs/Ms3) ……………………………………………… subscribes to a share with a
nominal value in the amount of € …...……………………............................................
(in words: ……………………………………………...............…. euros) (Share No. 1),
Mr/Mrs/Ms3) ……………………………………………… subscribes to a share with a
nominal value in the amount of € ………………………...............................................
(in words: ...........................…………………………........……. euros) (Share No. 2),
Mr/Mrs/Ms3) ……………………………………………… subscribes to a share with a
nominal value in the amount of € ………………………...............................................
(in words: ….......................……………………………………. euros) (Share No. 3).
The capital contributions are to be made in money, without delay in the full amount/50 per cent immediately and the remainder as soon as the meeting of shareholders passes a resolution to call in the amount.4)
4. The following is hereby appointed as director/are hereby appointed as directors3) of the company:
Mr/Mrs/Ms3) ………………………………………………………..…………..............….,
date of birth: ……………………………, place of residence: ………...…….............….
…………………………………….............,
Mr/Mrs/Ms3) ……………………………………………………..…………..............….,
date of birth: ……………………………, place of residence: ………...………..............
…………………...............….................................................................................. .5)
The director is/The directors are3) exempted from the restrictions set out in section 181 of the Civil Code. Where only one director is appointed, he or she is the company’s sole representative. Where several directors are appointed, the company is represented jointly by two directors or by one director jointly with a person vested with general commercial power of representation (Prokurist).
5. The company carries the costs associated with its foundation up to a total of €600, but at most up to the amount of its share capital. Costs over and above that amount are carried by the shareholders in proportion to the nominal values of their shares.
6. Each shareholder receives a copy of this document, the company and the court of registration receive certified photocopies (in electronic form) and the Tax Office (Office for Corporations) receives a simple copy.
7. The notary in particular pointed out the following to the persons appearing:
…………...................………………………………………………………………..…... .
NB
1) Delete as appropriate. Delete ʻMr/Mrs/Msʼ in the case of legal persons.
2) In addition to the name of the shareholder and information regarding the notarised establishment of their identity, where applicable the matrimonial property regime, the spouse’s consent and information regarding any possible representation are to be included.
3) Delete as appropriate.
4) Delete as appropriate. In the case of an entrepreneurial company (Unternehmergesellschaft) the second alternative must be deleted.
5) Further directors may be added.