Louise explains – Our role in your new German Office.
As international Notaries working in a large English City, we are very often instructed to assist our corporate clients to assist with the creation or management of their linked German Company – GMBH (Gesellschaft mit beschränkter Haftung).
There are several reasons why a UK company might open a German Office, as a subsidiary or a separate entity.
A German Company has unrestricted access to the German legal environment -And Germany is the largest European economy.
A German GmbH is compliant with all German regulatory requirements, and is understood as an entity by its German contacts, its advisors, bankers suppliers and customers.
If it has German suppliers and customers then of course the logistics are simplified by being physically closer to clients, suppliers, and partners in the region.
This Closeness operates at a cultural and indeed emotional level. The German customers are not dealing with “foreigners”.
The GmbH created is of course itself a limited liability company, therefore separate from its UK owner.
The Gmbh is subject to German tax laws and may be eligible for German tax benefits or grants.
Brexit trading problems between UK and German should be mitigated or eliminated.
Obviously, the creation of a GmbH is a major venture and you will need expert legal advice from your UK lawyers and also will need to appoint German qualified lawyers who have experience of advising UK companies in Germany in respect of German Company formation.
Once the strategic business decisions are made, the practicalities will include preparation of documentation just as in UK. You will need to agree the text of the articles of association, details of shareholders and directors, and the registered office address.
Then this is where we come in! The German authorities will require you as shareholders of the proposed new GmbH to execute many of the new company documents either in Germany, or if you cannot conveniently travel to do this, then before us in Leeds.
By our certification we authenticate for the benefit of the German authority, your personal identities and your UK Company identity and certify that you fully understand the process you are entering into.
The documentation will require Legalisation (see my other Blogs on the subject of Apostilles) .
Once all this work is done in Leeds, your German lawyers will be able to create the new Gmbh and register it at the German Company Registry (Handelsregister) for the area of your new principal office.
Mögen Glück und Wohlstand Sie begleiten!
Please do contact us whenever you need Notarial certification or Legalisation for your Documents– at http://www.atkinsonnotary.com – or phone on 0113 816 0116 (internationally 0044 113 8160116)
The Death of the “Video Will”. As You Were, Everyone. We can be social again.
Back in 2020 when we were young and full of hope, and all locked indoors, the Government had a brainwave which was the subject of my Blog – Link Here – .
The cunning plan was that the way to make a Will, which has been in place since 1837, should now be changed to allow video witnessing. In response, the general point I was seeking to make was that just because something is new is often no reason at all to do it.
In this case, using a computer to make your Will by video – Zoom or Teams or one of the others.
The rationale was – everyone is stuck at home, and we are all scared of death from Covid, and we all want to make our Wills and yet we can’t do that because Wills need two witnesses in the room and if we have guests around to watch us make a Will then we all get arrested or die, whichever comes first.
The Government’s new idea was, – use your computer camera. Get two friends watching with their computers. Sign your Will whilst they watch you. Send your Will in the post to friend number One. When it arrives, have another video meeting and all watch witness number One sign. Number One posts it to number Two. Have another video meeting and all watch witness Two sign it. Then Witness Two posts it back to the person making the Will and joy is achieved – a valid Will.
Nothing can go wrong with this at all not-at-all-complicated-scheme. – right?
Up to a point Lord Copper.
Actually, as my Blog in 2020 predicted, everything that can possibly go wrong with that is going to go wrong.
Mostly, the Will makers were elderly.
Mostly, they cannot work computers.
Or if they can, they don’t have 2 friends who each can.
They will not understand the rules or adhere to them – the witnesses will sign without having the second or third video meetings.
If the Will is urgent, the Will maker might die before the second or third witness can sign it.
The posting of the purported original Will gives the opportunity (however unlikely) for fraud. The witnesses are unlikely to have bothered to make a screenshot of the signed Will and printed it even if they had a working printer and know how to do that. (Nine times out of ten when I visit a client’s home having been assured “there is a printer here we can use”, the printer is on the floor behind the TV, the connecting cables are missing, there is no paper and certainly no ink and the client’s son knows how to work it but has been called out to a job.) So the witness has no real way of being sure that the Will received in the post is the Will which they saw being signed.
The new law – link here – was clear, but there was also a Government internet guidance which seems to contradict it -telling us that the new law procedure should only be used where people “CANNOT” make Wills in the conventional way.
The words were: – “The advice remains that where people can make wills in the conventional way they should continue to do so. “
To paraphrase – if a Will CAN be made in the old way, then the new Video system should NOT be used. Where the conventional way is IMPOSSIBLE – is presumably what “cannot” means? There is nothing in the actual new Law which said this is for emergency only. So, is it, or isn’t it?
Because if it is a procedure for emergency only, then surely the Will can be challenged if a person disinherited can show that a Will COULD have been made another way.
For example, during the lockdown, I, being a Lawyer, was an “essential” worker allowed to leave my home. During this strange period, I witnessed the execution of many documents, including Wills, by standing in folks’ gardens, with the window open so that I could speak with them and watch without being in the same room.
That procedure probably ALWAYS COULD have been used, and if it could then it is arguable that there is no video-witnessed Will which could not have been.
It is highly arguable therefore that every video-witnessed Will was both compliant with the new law and also made in breach of Government guidance. Just (not) like Schrödinger’s Cat which is BOTH alive and dead, a video-made Will is NEITHER valid nor invalid.
What a stupid mess.
There are of course other reasons why for nearly two hundred years the making of a Will has required physical presence of two witnesses. Which include but are certainly not limited to for example: –
internet connections can be intermittent or unstable, leading to potential disruptions during the creation or recording of a video-witnessed will. This may impact the clarity and completeness of the communication.
Zoom meetings we have attended “Is your microphone on? Fred, I can’t see you. OK I can see you now, but I can’t hear you. Daisy did you see me sign? Sorry the dog needed a wee and Deliveroo has just rung the doorbell”
In online interactions, miscommunication and distortion of information can occur, and important details may be lost or misunderstood. This can be particularly critical when it comes to legal matters where precision and clarity are essential.
Will a video witness be able to be certain that the Will maker was not confused, or not being threatened by someone “off camera”. Even if they are certain, will a Court find their evidence as compelling as if they were present in the room, when the validity of a Will is being challenged?
Anyway, for all of us who find that every new Law actually makes everything worse, at last there is some good news. We can all forget about the whole damn thing. The video witnessing of Wills has become impossible again, as from February 2024. Lord Bellamy has given a statement to Parliament which can be read here -link here–
The statement doesn’t suggest there was anything wrong with the idea of course. Or refer to a 38% rise in Probate caveats being lodged during the Covid years – the Probate caveat being the initial step taken where the terms or validity of a Will are challenged.
That extra 38% of additional disputed Wills is of course only in respect of Will makers who have since died, not the Wills which are still stored in filing cabinets as “smoking guns”. waiting for the deaths.
So, if you want my advice (believe it or not, some people do) it is, – If you made a Will between 2020 and 2024 using Witnesses who were watching you by video, MAKE ANOTHER ONE.
Do it now, in the presence of witnesses physically present with you together in the same room .
Do it, even if you do not wish to change a word of the older “video” Will.
The new Will can be in exactly the same terms if you want. But it will revoke the older Will, which then can be forgotten as if it never had been made.
And your new one will be much harder for anyone to challenge if you make it in the old way. The way which has passed the test of time since 1837.
Please do contact us whenever you need Notarial certification or Legalisation for your Documents– at http://www.atkinsonnotary.com – or phone on 0113 816 0116 (internationally 0044 113 8160116)
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