When a UK company needs to carry out legal acts in Germany such as establishing a subsidiary or signing documents before a German notary it is common to appoint a representative in Germany through a power of attorney. Because German authorities require reliable proof of corporate authority, preparing such a power of attorney involves more than simply signing a document.

A notary public in England can help ensure that the documentation meets the expectations of German courts and registries.

Why additional documentation is required

In England, information about company directors is available through Companies House. However, German courts do not treat Companies House records as conclusive proof of authority. As a result, they often require additional evidence to confirm that a company’s directors are properly authorised and that the company has validly granted the power of attorney.

For this reason, the notarial certificate accompanying the power of attorney usually confirms several aspects of the company’s authority and governance.

Documents the notary will typically review

To prepare the notarial certificate and power of attorney, the notary will normally examine a number of documents relating to the company. These may include:

• A recent Companies House search, showing the company’s details and current directors.
• The company’s register of directors, which forms part of the company’s statutory books.
• The company’s Articles of Association, particularly the provisions governing management of the company and delegation of authority.
• Evidence of a board resolution authorising the relevant action and approving the grant of the power of attorney.

The notary may also check that no changes have been made to the board of directors since the most recent filing at Companies House.

Board authority and execution

German authorities generally expect clear proof that the company has formally authorised the transaction. For that reason, it is advisable for the board of directors to pass an express board resolution authorising:

• The proposed act in Germany (for example, the establishment of a subsidiary), and
• The granting of a power of attorney to a named representative.

The power of attorney is then executed by a director on behalf of the company, usually in the presence of the notary.

Scope of the power of attorney

German registries often interpret powers of attorney more strictly than is typical in England. It is therefore important that the document clearly describes the acts that the representative may carry out. For example, if the purpose is to establish a German subsidiary, the power of attorney may refer specifically to signing incorporation documents, appearing before a German notary, and completing related registrations.

Translation requirements

In some cases, German authorities may request a certified translation of the certificate or related documents. In larger cities an English-language document may sometimes be accepted, but in other jurisdictions a translation may be required.

How a notary can assist

A notary public experienced in international corporate work can guide companies through this process, prepare the necessary certificate of corporate representation, and notarise the power of attorney so that it can be used before German authorities.

Obtaining the correct documentation at the outset helps avoid delays and ensures that the German court or registry accepts the authority of the company’s representative.