The publication deals with a key question of commercial register law: Under which conditions may a notary file a commercial register entry independently, without submitting a separately notarized power of attorney (§ 378 para. 2 FamFG)?
The Higher Regional Court reinforces the practical role of the notary in the registration process. It clarifies that merely notarizing a declaration relevant for the register – such as a shareholder resolution of a GmbH – is sufficient for the notary to make the registration. This also applies to frequent transactions like a change of business address.
The comment explains the decision in a clear manner and shows that § 378 para. 2 FamFG primarily serves to simplify and accelerate commercial register filings. It also clarifies that the facilitation of proof does not depend on corporate governance questions but on the notary’s special position as an independent officer of preventive legal administration.
For companies and shareholders, this means that register filings can be processed more efficiently, securely, and without unnecessary formalities – especially for standardized changes under GmbH law.
Reference: DNotZ 2026, 71
