Trade Register in Germany
Registration, Company Information
The german commercial register is a public directory kept by the local court, which provides information about companies and merchants for business transactions. The commercial register intends to provide a minimum level of transparency regarding companies. Therefore, a commercial register entry is mandatory for many companies. Information about companies listed in the commercial register can also be obtained online via a commercial register excerpt.
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What is entered in the Commercial Register in Germany?
The german Commercial Register has two sections, abbreviated as HRA and HRB. A commercial enterprise is listed under either HRA or HRB, depending on its legal form. Corporations are listed under HRB and other companies such as partnerships (e.g. KG, OHG) and sole traders are listed under HRA.
Within the scope of a commercial register excerpt, the HRA provides information in particular about the following information on the commercial partnership and the merchant:
- Company name
- Legal form
- Owner of a commercial enterprise
- Personally liable as well as limited partner of a commercial partnership
- Information about a change of owners or partners
- Place of establishment or registered office
- Amount of the limited partner's contribution to the KG limited partner
- Opening of insolvency proceedings as well as the deletion of the company name
On the other hand, the HRB provides, among other things, the following information on the circumstances of a german corporation:
- Company name of the corporation
- Concrete legal form and business purpose
- Place of establishment
- Person of the managing directors and representation relationships as well as power of attorney
- Amount of the share capital in the case of a GmbH and the share capital in the case of an AG
- Liquidation and opening of insolvency
- Cancellation of the company
Which Company must be Registered in the Commercial Register in Germany?
In principle, all merchants are subject to compulsory registration in Germany. This includes the corporations GmbH, UG and AG as well as registered traders (e.K.) and partnerships such as the KG, OHG and GmbH & Co. KG.
So-called small traders who are not organized as corporations or partnerships are not under obligation to be entered in the german trade register. However, they can be entered in the commercial register at their own discretion. Freelancers (lawyers, tax consultants, architects, etc.) are also generally not required to be entered in the commercial register.
The trade register in Germany distinguishes between legal relationships that must be entered (so-called facts that must be entered) and legal relationships that can be entered but do not have to be entered (so-called facts that can be entered). In addition, the commercial register also recognizes facts that are not registrable. For example, a power of attorney granted by a legal transaction, such as a power of attorney to act or a general power of attorney, may not be entered in the commercial register.
Can the Commercial Register in Germany be viewed online?
You can inspect the german commercial register on site at the competent district court or request a commercial register extract online via the internet. Since the trade register is a public register, everyone has access to it. Access is possible to both sections of the commercial register (HRA and HRB).
Online access is possible via www.unternehmensregister.de. Using the quick search function based on the company name, an extract from the commercial register of a trader can be downloaded online for a small fee. This requires registration with the company register in Germany.
Who makes the Entry in the german Commercial Register?
The commercial register registration in Germany is done by the notary. It is true that the registration procedure at the trade register is fully digitalized. As gatekeeper, the notary verifies the legal relationships to be registered and transmits the application electronically to the commercial register. If commercial register entries and amendments are to be made, the company must consult the notary.
What Documents can be obtained from the Commercial Register?
Both online via the Internet or at the competent local court (registry court) in Germany, the following additional company-relevant documents can be obtained in addition to the commercial register excerpts:
- Articles of association for GmbHs and AGs
- List of shareholders of the GmbH
- Commercial register applications
- Minutes of resolutions and minutes, especially in the case of shareholder resolutions amending the articles of association
- Conversion documents
While the articles of association of a german corporation (AG and GmbH) must be published in the commercial register, the articles of association of a partnership such as a KG or OHG do not have to be published in the commercial register.
It is important to note that incorrect trade register documentation or documentation that no longer corresponds to the facts can give rise to liability. If, for example, a GmbH managing director resigns from his office as managing director without a correction being made to the german commercial register, this may result in prima facie liability to the detriment of the former managing director, despite the fact that he has effectively resigned from office. We therefore recommend that you always keep the commercial register up to date.
How has the commercial register developed historically and what is the legal basis today in Germany?
The german commercial register has a tradition of more than 200 years. It has always served to facilitate cooperation and trade between merchants. What initially began as a way for merchants to organize themselves was then placed on a legal basis in the 19th century. Today, the most important regulations on the commercial register and its effects can be found in the German Commercial Code (HGB) and the Commercial Register Ordinance (HRV). Recently, the commercial register has been kept completely electronically.
If you have any questions about the commercial register in Germany or need advice from a corporate law expert, please contact our offices in Hamburg, Berlin, Cologne, Frankfurt a.M. or Munich.
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