Investor Guide
2026-10-10 08:19

Notarielle Beurkundung (notarial recording): The Deed Is the Deal

Notarielle Beurkundung is the strictest form in German law: a notary records the parties' declarations in a deed, reads it aloud to them and has them approve and sign it. Contracts to buy German land or GmbH shares require it, and an agreement left out of the deed can leave the whole purchase void.

What it is

The notary records the declarations in a deed (Niederschrift, § 8 BeurkG). It must be read aloud in the notary's presence, approved and signed by the parties — by hand or, in an electronic deed, electronically (§§ 13(1), 13a BeurkG). Documents referred to and attached count as part of it (§ 9(1) BeurkG). The form is required for contracts to transfer or acquire land (§ 311b(1) BGB), for transfers of GmbH shares and agreements to make them (§ 15(3), (4) GmbHG), and for contracts to create or acquire a heritable building right (§ 11(2) ErbbauRG). Without it the contract is void (§ 125 BGB); a land purchase is cured only by conveyance and registration (§ 311b(1) sentence 2 BGB).
It is far more than certifying a signature (öffentliche Beglaubigung, § 129 BGB), the lesser form that suffices for a power of attorney presented to the land registry (§ 29 GBO).

Why it matters to investors

The notary, an independent holder of public office, serves all parties impartially (§§ 1, 14(1) BNotO) and explains the legal effect of the transaction (§ 17(1) BeurkG). But the notary negotiates for neither side, so each party needs its own lawyer (Part 8).
The form covers the entire deal. A rent guarantee or side letter left out of the deed can leave the whole contract void until the buyer is registered (Part 8).
Annexes must in principle be read too: for a new supermarket, in our experience 150 to 200 pages or more. Placing them in a reference deed executed in advance lets the parties waive a second reading if they declare they know its content (§ 13c BeurkG). At one of our closings, a forgotten reference deed added four hours (Part 8). In a land contract between a business and a consumer, the draft should as a rule reach the consumer two weeks before signing (§ 17(2a) BeurkG).
Fees follow a statutory schedule and cannot be negotiated (§ 125 GNotKG); by default the buyer bears them (§ 448(2) BGB) — €41,000 including VAT in our €10 million example (Part 11).

What to check

• Your own lawyer has approved the final text.
• Every agreement forming part of the deal, from guarantees to side letters, is in the deed.
• The reference deed was executed in advance, and you have read it.
• If your German is not sufficient, the deed is translated to you, in writing on request (§ 16 BeurkG).
• Powers of attorney and company documents meet the land registry's form (§ 29 GBO).
Related terms: Auflassung · Share Deal · Transparenzregister
Sources: BGB §§ 125, 129, 311b, 448; BeurkG §§ 8, 9, 13, 13a, 13c, 16, 17; BNotO §§ 1, 14; GmbHG § 15; ErbbauRG § 11; GBO § 29; GNotKG § 125; Gordon Real Estate Group, "German Prime Retail", Parts 8 and 11. Legal position as of 10 October 2026.
Photo: Peter Herrmann / Unsplash
This entry is general information and not legal or tax advice.