Information for US Companies looking to conduct business in Germany

When transacting legal business in Germany, such as purchasing property or incorporating a German GmbH, a US corporate entity must provide proof to the German authorities that it is a legally recognised entity with authority to operate under the laws of the state or territory under which it is chartered.

As each US state or territory features its own Code governing the formation and operation of such entities it is important that the US entity, be it a for-profit corporation, non-profit or LLC, be able to provide the Civil Law Notary with any verifications he requires that will satisfy the registration requirements of the German authorities.

In most states and territories the Secretary of State's office will issue an official certificate of existence for the business entity which will prove, among other things, that the entity is legally registered in the state of which it is formed and that it is currently operating in compliance with all legal statutes and has met all of its filing requirements.

*Please take note that this certification by the Secretary of State will require an Apostille for its use in Germany, please follow the links for your state provided in the database to receive specific information on how to obtain this authentication in your state.

It is often that the business entity will appoint a representative here in Germany to handle the business interests for the business by way of Power of Attorney, though the authority involved in granting that power of attorney to the representative will also need to be verified in the statutes, namely a citation that shows the Board of Directors are legally entitled to make decisions for the entity.

Of primary interest to the verification process is legal validation under local statutes for the following two points: Where in the statutes is the Secretary of State's office authorised to issue the certificate of existence for the business entity and where is the statute that demonstrates that the Board of Directors is legally allowed to make decisions in name for the entity.

The following searchable database will provide the specific statutes, sorted by state and business type (when available), from public online resources for the following:

0. Evidentiary power of the Secretary of State's certified statements in the court.
1. Power's of the Board of Directors.

Please take note that the information and links provided here are for information purposes only. Notar Michael Becker assumes no liability for the information contained therein. Be sure to consult a local legal professional in your state for any questions related to your specific needs.

You will be able to follow links to the appropriate home page of the Secretary of State's office for further information on the contents of the referenced statutes and Apostille . Database is organized by state and further to the type of business entity (profit corporation, non-profit corporation or LLC). In most cases the Information is current as of the 2010 legislative session.