Handelsregister: The fundamentals of the commercial register in Germany

Contents

What is the Handelsregister (commercial register)?

The Handelsregister (commercial register) is a national register kept by the local registry courts that stores entries about all merchants. Only with a commercial register entry is a business considered a Firma (company or firm) and subject to the regulations of the German commercial code (Handelsgesetzbuch, HGB).

Don’t mix up the Handelsregister with the Unternehmensregister (business register). Although the Unternehmensregister draws from the Handelsregister and the Bundesanzeiger (federal gazette) on its own publishing platform, it’s solely a service for third parties.

How is the Handelsregister structured?

The German commercial register has two main

• Department (Abteilung) A:
  Eingetragene Kaufleute (e. K.), Personengesellschaften (oHG, KG), rechtsfähige wirtschaftliche Vereine
  (Registered merchants (e. K.), partnerships (oHG, KG), economic associations with legal capacity.)
• Department B:
  Kapitalgesellschaften (GmbH, UG, AG)
  (Corporations such as the GmbH, UG, AG)

The department is reflected in the commercial register number:

• HRA for department A
• HRB for department B

 

 

Handelsregister: Who needs a commercial register entry?

All Kaufleute (commercial traders) legally have to. But who is a Kaufleute? (Also, known as Kaufmann or Kaufrau.)

In practice, either the legal form or the tax authorities determine this Kaufmann status. Thus, only business legal forms have to be listed on the register.

Which legal forms are listed?

Every corporation and commercial partnership has Kaufleute status because of its legal form. Therefore, they need a Handelsregister (commercial register) registration at the time of incorporation. These include:

Kapitalgesellschaften (corporations)	Personenhandelsgesellschaften (commercial partnerships)
Aktiengesellschaft (AG) (stock corporation) Kommanditgesellschaft auf Aktien (KGaA) (partnership limited by shares) Gesellschaft mit beschränkter Haftung (GmbH) (limited liability company) Unternehmergesellschaft (UG) (entrepreneurial company) Gemeinnützige Varianten der Kapitalgesellschaft (gUG, gGmbH) (non-profit versions of the corporation)	Offene Handelsgesellschaft (oHG) (general partnership) Kommanditgesellschaft (KG) (limited partnership) GmbH & Co. KG (limited liability company & compagnie limited partnership)

Kaufmannseigenschaft (merchant status)

The commercial law (Handelsrecht) in Germany determines who is a Kaufmann/Kaufleute or not. The legal basis for this is §§ 388-389 of the FamFG.

As per § 1 of the  HGB (commercial code), a merchant is a person who operates a commercial business. The decisive factor is whether or not the venture is a ‘Kaufmännischer Geschäftsbetrieb’ (merchant or commercial business operation). If the definition applies, you belong to this category. The tax office often makes a case-by-case assessment to confirm whether an obligation exists.

Kaufmannseigenschaft: Who has a ‘commercial trader’ status?

The Finanzamt (tax office) uses the following criteria:

• Type and scope of Geschäftstätigkeit (business activity)
• Expected Jahresumsatz (annual turnover) of the enterprise: Will the enterprise generate revenue that is customary in the industry?
• Staff: Does the business require commercially trained employees?
• Number of employees: Are more than five employees (Mitarbeiter)?
• Business assets: from €100,000
• Loans: from €50,000
• Branches: Does the enterprise have several branches or permanent establishments?

If the tax authorities rule that your Einzelunternehmen (sole proprietorship) or a partnership (GbR, PartG) falls under this category, they’ll notify you of the decision.

Ignoring the commercial register obligation

Anyone who fails to comply will initially receive a warning. Formally the penalty for not taking action is a fine of up to €5,000 (§ 14 HGB) or even imprisonment. This is based on the HGB (commercial code), the AktG (stock corporation act) and the GmbHG (limited liability company act).

Handelsregister: Is voluntary registration possible?

Any self-employed persons can have a Handelsregister entry. Although many Personengesellschaften (partnerships), Freiberufler (freelancers) or other Einzelunternehmen are not classified as Kaufleute, entry into the register is always possible.

Through voluntary entry into the commercial register, any business can gain the status of a Kaufmännischer Geschäftsbetrieb (commercial/merchant business) or Kankaufmann (skilled commercial trader).

Advantages of voluntarily entering your business in the commercial register

• Possibility of employing one or more Prokuristen (authorised signatories)
• Protection of the company name against imitators (obligation to distinguish from other company names, § 30 HGB)
• Option to use a proper company name: without a commercial register entry, companies must use the full name of the owner or partner in the company name. With a commercial register entry, they may use a Firma (company/firm).
• Boost in confidence for customers and potential business partners
• Ability to open independently operating branches in other locations

 

Disadvantages of voluntarily entering your business in the commercial register

• The business is no longer regulated by the BGB (German civil code), but by the stricter regulations of the HGB (German commercial code).
• Accounting and disclosure obligations
  • Double-entry bookkeeping and compliance with the principles of proper accounting (GoB)
  • Preparation of Bilanzen (balance sheets)
  • Complete disclosure of all business transactions recorded in the accounts
• Obligation to provide additional information on business letters and legal disclosure:
  • Firmenbezeichnung (company/firm name) as per § 19 Para. 1 No. 1 HGB
  • Place of the Firmensitz (registered office)
  • Registergericht (register court)
  • Number of the Registergericht

If you are thinking about entering your business into the Handelsregister, make sure the cons don’t outweigh the pros for your business. For small Einzelunternehmen (sole proprietorships) without compulsory registration or Freiberufler (freelancers), voluntary registration doesn’t always pay off.

1. How to start a business in Germany:

   1. Develop a business idea
   2. Advice and preparation
   3. Choose a legal form
   4. Name check by IHK
   5. Notarisation at the notary’s office
   6. Open a business bank account
   7. Commercial register entry<<<
   8. Trade registration
   9. Registration with the tax office
   10. First steps as an entrepreneur

What data is publicly accessible on the Handelsregister?

• Firmenname
  Company name
• Inländische Anschrift des Firmensitzes und ggf. der Zweigniederlassungen
  Domestic address of the company’s registered office and, if applicable, branches
• Unternehmensgegenstand
  The object of the company/company objective
• Höhe des Stammkapitals/ Grundkapitals (bei Kapitalgesellschaften)
  Amount of share capital (for corporations/incorporated companies)
• Vertretungsregelungen (Geschäftsführung und Prokura)
  Representation regulations (management and procuration)
• Namen und Geburtsdaten der Geschäftsführer
  Names and birth dates of the managing directors
• Namen und Geburtsdaten der Prokuristen
  Names and birth dates of authorised signatories
• Rechtsform, ggf. Haftungsbeschränkung
  Legal form, if applicable – limitation of liability
• Tag der ersten Eintragung
  Date of first entry
• Anzahl der Eintragungen
  Number of entries
• Sonstige Rechtsverhältnisse, z. B. vergangene Umfirmierungen und Insolvenzverfahren
  Other legal relationships, e.g. past name changes and insolvency proceedings

 

 

How do you make an entry into the Handelsregister?

Entry into the Handelsregister (commercial register), is always via a notary appointment. The notary checks all formalities and certifies the application to the commercial register. As soon as all the documents are available, the notary sends the application and other documents electronically to the Registergericht (registry court).

What documents do I need to enter an incorporated company into the Handelsregister?

• Notarised memorandum and Gesellschaftsvertrag (articles of association) / Musterprotokoll (sample protocol)
• Resolution on the appointment of the Geschäftsführer (managing director)
• Gesellschafterliste (shareholder list) – but if a Gesellschaftsvertrag (articles of association) was used and not the Musterprotokoll (model/standardised formation protocol)
• The Musterprotokoll documentation – that is, if you used this instead of the Gesellschaftsvertrag/Gesellschafterliste
• Official permits (if required)
• Deposit slip and bank statement as proof of cash contribution
• In the case of in-kind formation, the supporting documents are also required

Read more about how to enter a UG or GmbH into the commercial register in our guide.

What changes need to be reported to the Handelsregister?

If the existing entry is no longer up to date, the events and changes must be reported and submitted with the following documents (section 12(1) HGB):

• Appointment of a new Geschäftsführer (managing director)
  • Notarised minutes of the Gesellschafterversammlung (shareholders’ meeting)
  • Original or notarially certified copy of the Bestellungsbeschluss (appointment resolution)
• Dismissal of a managing director: Original or notarially certified copy of the dismissal decision
• Withdrawal or entry of a Gesellschafter (shareholder): a new, complete shareholder list
• Amendment or overhaul of the company statutes known as the Gesellschaftsvertrag (articles of association)
• Establishment, closing or relocation of a Zweigniederlassung (branch office)
  • Current articles of association
  • Gesellschafterliste (shareholder list)
• Granting or revocation of power of attorney
• Change of the company name or the company objective

Most, but not all changes require a fresh notarisation by the notary!

How much does a Handelsregister entry cost?

The fees for entry in the commercial register differ depending on the legal form and are regulated be the GNotKG – the German law on court and notary fees:

• GmbH: €150 (cash contributions only), €240 (with contributions in kind)
• UG: €150
• Einzelkaufmann/-frau (sole trader): €70
• AG: €300 (cash contributions only), €360 (with contributions in kind)
• KG: €100

You will receive the invoice by post to the business address you have provided. After you have paid the invoice amount, your entry will be published.

The Handelsregister entry invoice

Caution: Some register courts publish the entry even before the invoice has been sent and paid by the applicants. Scammers take advantage of this and send fraudulent invoices to all business addresses of newly formed companies. The authors of these scam letters use official-sounding terms such as Gewerbe-Register (trade register) and the invoices look very similar to the official commercial register invoice. Often, these deceptive letters not only demand higher fees than usual but also state a very tight time window for payment. They can also contain threats of serious consequences if the scammers don’t get what they want.

Don’t respond to these demands for payment! A genuine Handelsregisterrechnung (commercial register invoice) is always sent by the Justizkasse (justice treasury), but never an outside company or, indeed, a private individual.

If you are unsure whether the invoice you have is actually for the Handelsregister, contact our incorporation experts before paying and they’ll be happy to assist you with this matter.

 

What info can you access on the Handelsregister?

Since the commercial register is available to the public in the electronic Bundesanzeiger (Federal Gazette), you can view your own or third-party entries at any time on the Handelsregister website.

Free excerpts

• Unternehmensträgerdaten (UT) (company data): Basic information about your company, such as the amount of share capital and the date of formation.
• Veröffentlichungen (VÖ) (publications): Register notices about changes to your entry, such as a change of managing director.

 

Expect to pay a small fee for extracts that contain the full suite of data. Apart from that, you can inspect the register free of charge on-site at the local Amtsgericht. But, before you can view the printouts, you must create an account at the  handelsregister.de website.

Extracts you have to pay for

• Aktueller Abdruck (AD)
  Current print: Current information on the company
• Chronologischer Abdruck (CD)
  Chronological impression: Current and specially marked completed entries
  
• Historischer Abdruck (HD)
  Historical imprint: Scans of old register sheets valid from the time before the introduction of the electronic trade register
• Strukturierter Registerinhalt (SI)
  Structured register content: XML file with data of the current and chronological imprint for fast further processing
  
• Dokumentenansicht (DK)
  Document view: View all documents of the special volume that were transmitted electronically to the commercial register, e.g. lists of shareholders and articles of association

All extracts cost €4.50 each in the online view, except for the document view, which is available for €1.50+.

 

Handelsregister: Deletion of an entry

To delete a Handelsregister entry, contact your notary (§ 2 S. 3 HGB). To do this, submit a written application for deletion and have it certified by a notary (§ 31 Paragraph 2 HGB). Dissolving the entity entered into the register doesn’t automatically delete the entry—these are two different processes that happen independently.

When must an entry be deleted?

• Conversion of the business into a ‘freiberufliches Unternehmen‘ (liberal profession business)
• Downgrading to a non ‘kaufmännischen Geschäftsbetrieb‘ (commercial business operation)
• Discontinuation of business operations
• Termination of a partnership due to:
  • reaching the partnership’s contractual expiration date,`
  • a passing of a Gesellschafterbeschluss (shareholders’ resolution),
  • the opening of insolvency proceedings, or
  • a court order.

If the deletion can’t be done per § 14 HGB, the competent district court must order it ex officio (§ 31 (2) HGB).

If a GmbH, UG etc., is being liquidated, then §§ 157 and 161 (2) HGB apply. Under these circumstances, the liquidators will notify the notary of the company’s status, who will then notify the Handelsregister.

What happens if I enter the wrong information into the Handelsregister?

The Handelsregister’s central function is to be an accurate source of information about business transactions. Under § 15 HGB, it should only contain correct and complete information. Thus, if anyone enters false information into the Handelsregister or fails to notify a notary of all changes without delay, they may face hefty penalties.

Liability risks

Providing false information when initially entering the company in the Handelsregister for the establishment of the company leads to liability risks for managing directors and shareholders of a GmbH or UG as per § 9a (1) GmbHG. According to this, shareholders, as well as managing directors, are liable for damages arising from incorrect statements.

 Imprisonment or fines

Shareholders and/or managing directors who enter false information in the Handelsregister face imprisonment of up to three years or hefty fines in addition to any liability claims against them (§ 82 GmbHG). This applies to false statements about the following information:

• Verteilung von Geschäftsanteilen
  Distribution of shares
• Leistung der Einlagen
  Payment of contributions
• Verwendung eingezahlter Beträge
  Use of paid-in amounts
• Gründungsaufwand
  Formation expenses
• Sacheinlagen
  Contributions in kind
  
  

Default judgements

Since the MoMiG (Act to modernise the law on private limited companies and combat abuses) came into force, every GmbH and UG is obliged to register a (domestic) business address and keep it up to date.

This is the only way creditors can reach their debtor, for example, to file a lawsuit. Even if the limited liability company doesn’t change its registered address, it could still be served with a lawsuit at the old address.

In this way, there is a chance that the company “misses” the lawsuit and, therefore, fails to act in time, resulting in an enforcement judgment. For this reason, it is increasingly important for companies to update their address information. Failure by the company to comply with this obligation exposes those responsible to legal action.

 

FAQs

What is the purpose of a Handelsregister entry?

The purpose of an entry is to document all legally relevant facts about a commercial enterprise. This is not only to inform the public but also to protect creditors. It is therefore important to keep the information documented in the register records, including the company name, the share capital, and the persons authorised to represent the company, correct and up to date.

Another purpose of the Handelsregister is to protect the names of the registered companies. To prevent the risk of confusion, identical or similar-sounding names are not included in the register. This is based on the principle of company exclusivity (§ 30 HGB), which means that any new company must be distinguishable from existing companies within an official district.

Why is the information entered in the Handelsregister public?

The Handelsregister is open to public inspection because potential business partners, customers, and third parties should be allowed to learn about a company’s business situation—something that goes beyond the interest of creditors.

The very existence of the entry suggests a high level of professionalism and creates a boost of credibility because the entry in the commercial register is associated with strict regulations. Especially for foreign business partners, the Handelsregister entry serves as proof of your company’s existence.

Conversely, you can also use it to research potential business partners. For example, you can check whether certain companies actually exist, who the owners are and how much share capital there is in the case of corporations.

When is an entry published?

The processing time differs depending on the Amtsgericht (local court) that has jurisdiction. After the Handelsregister receives your data, it examines it for correctness, legality and completeness. In some cases publication takes place after just a few days, in others, processing takes longer and founders have to wait a few weeks.

Is there a possibility that shareholders and/or managing directors are not published?

In principle, all data on the parties involved in the company has to appear in the register. This means that, as a rule, shareholders/managing directors of a UG must also be entered in the commercial register, just as with the GmbH and AG.

However, there is the option of using a trust agreement to circumvent this regulation. This involves the actual shareholder/managing director transferring his rights to a third person on condition that the trustee does not use them to his advantage.

In such a case, the trustee acts in place of the shareholder/managing director. The trust relationship is not visible in the Transparenzregister (transparency register). But if the trust holds more than 25% of the company, it has to be recorded in this register, which is not open to the public.

Are silent partners visible on the commercial register?

Silent partners are, as the name suggests, not visible on the Handelsregister. Although they participate financially in the company, they are not visible to the outside world – they are silent. However, silent partners in Aktiengesellschaften (public limited companies) are an exception: they must be listed even if there are several silent partnerships of the same type in the event of a public offering.

Want to know the next step in the company formation process? Go to our checklist to find out. 

 

More on starting a business in Germany

The ultimate guide to starting a business in Germany:

• Do I have the right residence permit?
• What legal form is right for me?
• Getting ready to start a business
• Starting a side (hustle) business
• How to set up a business in Germany
• Taking your first steps as an entrepreneur

Website legal disclosure

• What to include in a company legal disclosure

Master list

• All Company Formation articles in one place

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