Company Changes in Germany: Director, Shares, Capital, Name & Seat

The decision matrix: notary vs. register vs. both

This is the load-bearing artifact. Read each row left to right: the change, whether a notary is needed and which act, whether it goes into the Handelsregister, whether the entry is what makes the change effective (constitutive) or merely records an already-effective change (declaratory), and the legal basis.

Change	Notary required?	Type of act	Handelsregister entry	Entry effect	Legal basis
Director change	Yes (signature only)	Beglaubigung of the application	Mandatory	Declaratory	§39 GmbHG; §12 HGB
Share transfer	Yes (full)	Beurkundung of transfer + obligation	Indirect, via the shareholder list	Buyer counts once the list is filed	§15(3)/(4), §40, §16 GmbHG
Capital increase	Yes (full)	Beurkundung	Mandatory	Constitutive	§53, §55 GmbHG
Capital decrease	Yes (full)	Beurkundung	Mandatory + creditor-protection wait	Constitutive	§53, §58 GmbHG
Name change (Umfirmierung)	Yes (full)	Beurkundung	Mandatory	Constitutive	§53 GmbHG
Seat relocation (Sitzverlegung)	Yes (full)	Beurkundung	Mandatory	Constitutive	§53 GmbHG
Intra-city address change	Yes (signature only)	Beglaubigung only	Mandatory	Declaratory	§12 HGB (§53 not triggered)
Other articles clause / object	Yes (full)	Beurkundung	Mandatory	Constitutive	§53, §54 GmbHG

The pattern is consistent: anything that amends the articles (capital, name, seat, object) needs full Beurkundung, is filed, and is constitutive. Anything that only updates a fact about the company (who the director is, what the street address is) needs only signature certification, is filed, and is declaratory. The share transfer is the exception that traps people, covered in its own section below.

Beurkundung vs. Beglaubigung: the distinction that drives cost

These two German notarial acts sound similar and cost very differently.

Beurkundung (full notarisation): the notary records and reads out the entire resolution or contract. This is mandatory for every articles amendment (capital, name, seat, object) and for share transfers. It is the expensive act, because the notary's fee is calculated on the transaction value.

Beglaubigung (signature certification): the notary only certifies that the signature on the register application is genuine. This is what a director change and an intra-city address move require. It is cheap, because the notary is not recording the substance of anything, only authenticating a signature.

Getting this distinction right is the difference between a routine filing and an unnecessary, costly recording, or worse, assuming a cheap Beglaubigung will do for a share transfer when the law demands full Beurkundung.

Constitutive vs. declaratory: when your change becomes legally effective

This is the YMYL point most pages skip. An articles amendment, which includes name, seat, capital and any other clause of the articles, is effective only on register entry. This is a constitutive entry: until the court enters it, the change has not legally happened, no matter what your shareholders resolved or your notary recorded.

A director change is different. It is effective internally the moment the shareholders pass the resolution, but the register entry is still required, and the entry is declaratory: it records a change that has already taken effect inside the company. The practical danger is reliance. Until a declaratory change is entered, third parties may rely on the old register state (§15 HGB). If your old director is still shown in the register, a counterparty may treat that person as still authorised. File without delay.

Changing a managing director (Geschäftsführer)

Appointing or removing a Geschäftsführer is a shareholder resolution, and the resolution itself is not notarially recorded. What must be done is the filing: every change of managing director must be registered (§39 GmbHG), and the register application must be filed in officially certified, that is notarised-signature, form (§12(1) HGB). For the deeper mechanics of appointing or removing a Geschäftsführer, see the dedicated page.

Declaratory effect & the §15 HGB reliance trap

The director entry is declaratory. The change is effective internally the moment the resolution is passed, but until the new state is entered, third parties may rely on the old register state (§15 HGB). A removed director who is still shown in the register can, toward a good-faith third party, still bind the company. That is why the rule is to file without delay rather than treat the resolution as the end of the matter.

Foreign-resident director signing abroad

A new managing director who lives abroad does not have to travel to Germany. They may have their signature notarised abroad, with an apostille or legalisation as required, after written instruction by the German notary as to the exact wording and form. The German notary coordinates the content; the local notary abroad certifies the signature.

Transferring GmbH shares, the §15 GmbHG notarisation trap

Critical: Transferring GmbH shares requires a contract concluded in notarial form (Beurkundung) under §15(3) GmbHG, and the underlying obligation to transfer also requires notarial form under §15(4) GmbHG. A private or non-notarised share-transfer agreement is void for lack of form. It does not bind anyone. This is not a register entry of the deal itself, and a signature certification (Beglaubigung) is not enough.

This is the single most valuable correction on this page. Founders routinely sign a share purchase agreement privately, or with only a certified signature, and believe ownership has moved. It has not. Because the form requirement is not met, the agreement is void: legally, the shares never changed hands. Both the disposal (§15(3)) and the obligation behind it (§15(4)) have to be recorded by a notary. Treat any cross-border share deal in a German GmbH as a full-notarisation event from day one.

The shareholder list (§40) and effect on the company (§16)

After the transfer is notarised, the managing directors file an updated shareholder list (Gesellschafterliste) with the Handelsregister under §40 GmbHG. This is how the change reaches the register: not as an entry of the contract, but via the list. The list also determines the effect on the company. The buyer counts as a shareholder vis-à-vis the company only once the updated list is filed (§16 GmbHG). Until then, the company still treats the seller as the shareholder. For shareholder rights and the shareholder list in detail, see the dedicated page.

Capital increase and decrease (§§53, 55, 58)

A capital increase (Kapitalerhöhung) requires full Beurkundung of the increase resolution together with the assumption declaration by which the new or existing shareholder takes on the new shares. It is an articles amendment (§53) and is constitutive (§55): the capital is only legally increased once the increase is entered in the register, not when shareholders resolve it.

A capital decrease (Kapitalherabsetzung) also requires full Beurkundung and a mandatory register entry, and is likewise constitutive (§53, §58). It additionally triggers a creditor-protection waiting period: because reducing capital affects the buffer creditors rely on, the law builds in a protective delay before the decrease takes effect. Plan the timeline accordingly.

Name change & registered-office relocation (Satzungsänderung)

A name change (Umfirmierung) and a seat relocation (Sitzverlegung) are each an articles amendment (Satzungsänderung) requiring full Beurkundung and a register entry. Both are constitutive: the new name or new registered office is effective only on entry, not on the resolution. Amending the articles requires a three-quarters majority of the votes cast, the resolution must be notarially recorded, and where an amendment increases the obligations of shareholders, the consent of every affected shareholder is needed (§53). The mechanics of how entries are filed, published and proven via an extract are covered on the register page.

vs. an intra-city address change

Moving only the street address within the same municipality is not a Satzungsänderung. The registered seat (the municipality) does not change, only the address inside it. So there is no full Beurkundung: just a signature certification (Beglaubigung) of the filing. The register entry is still mandatory, but it is declaratory, and §53 is not triggered. This is far cheaper than a seat relocation, and confusing the two is a common and avoidable overspend.

What it costs (and the EUR 30,000 Geschäftswert mechanic)

Notary fees in Germany are not free quotes: they follow the statutory GNotKG scale, calculated on a Geschäftswert (transaction value). For value-less filings, a default Geschäftswert of EUR 30,000 is commonly assumed. The figures below are ranges dated 2026-06-10, not fixed quotes.

Change	Indicative cost (2026-06-10)	Notes
Simple managing-director change	~EUR 250–500 total	Notary fees ~EUR 165–220 incl. VAT on a default Geschäftswert of EUR 30,000, plus the register fee
Simple intra-city address change	~EUR 75 gross	Signature certification only, plus register fee
Full seat relocation (Sitzverlegung)	~EUR 450 gross	Full Beurkundung, plus register fee

Because the notary fee scales with the Geschäftswert, higher-value changes (large capital increases, valuable share transfers) cost more than the value-less defaults above. Always treat these as approximate ranges and confirm against the GNotKG scale for your specific transaction value.

How long it takes

Director changes and intra-city address filings are quick once the notarisation or certification is done: they are declaratory, so the change is already effective internally and you are only waiting on the filing to be recorded. Constitutive amendments are different. A capital change, name change, seat relocation or any articles amendment is effective only on register entry, so the legal change itself waits on the court's processing time. Build that court time into any deadline that depends on the change being legally effective, not merely resolved.

AG and partnerships: how they differ

The matrix above is GmbH-first, because the GmbH and the UG (haftungsbeschränkt) are the dominant forms for foreign founders. Two notes for completeness. Changes in an AG (stock corporation) involve the oversight of both the management board (Vorstand) and the supervisory board (Aufsichtsrat), so the internal approval path differs. Partnerships do not have articles in the GmbH sense; they amend the partnership agreement, and register requirements turn on whether the partnership is registered at all. The general logic (does it need a notary, must it be filed, when is it effective) still applies, but the specifics shift by form.