Gewerbeanmeldung: How to register your GbR with the trade licensing office

Contents

• Introduction
• Where do I need to register my GbR?
• What has to happen before I register?
• What should I do after registering?
• Converting a GbR into an oHG

What you should be aware of when registering a trade

A GbR is a type of partnership. When it comes to registration, the law generally differentiates between two types of GbRs: commercial and non-commercial GbRs.

Trade registration is only necessary if your GbR will be operating commercially. If that is the case, each individual commercial activity to be carried out by the GbR must be reported in accordance with § 14 of the German Trade Regulation Code (Gewerbeordnung).

Non-commercial GbRs consisting of partnerships between freelancers, such as photographers, artists and journalists, for example, are not required to register their trade. Additional exceptions include traders in primary production sectors (agriculture, livestock farming, fishing, fish farming).

If you and your fellow partners are planning on carrying on a trade, you’ll have to make your way to your local trade office (Gewerbeamt). Trade registration is also referred to as Gewerbeanzeige in German. In most cases, that means registering your GbR with the trade office responsible for your place of business or registering with the responsible public order office (Ordnungsamt) responsible for your business’s municipality.

In some German federal states, it may also be possible to register a GbR with the Chamber of Industry and Commerce (Industrie- und Handelskammer – IHK) or the Chamber of Crafts (Handwerkskammer – HWK). Please note: If you’re planning to register your GbR, there are two different registrations you’ll need to complete.

Step One: Separately registering GbR partners as sole proprietors

Each partner must complete their own registration and apply for a trade licence. Here, ‘partners’ refers to two or more sole proprietors who come together to form a Gesellschaft des bürgerlichen Rechts (GbR). A GbR must consist of at least two natural or legal persons.

N.B. In this case, the term ‘legal person’ specifically refers to sole proprietors who have registered a trade and are listed in the commercial registry (Handelsregister). They bear the suffix e.K. (short for eingetragener Kaufmann, which translates to registered merchant in English). By contrast, freelancers or sole proprietors who are not obligated to register a trade are considered ‘natural persons’.

Step Two: Registering the GbR

If you plan on operating commercially, you must register a trade. You can do this at the trade office responsible for the location of your place of business.

What information does the trade office require?

The necessary paperwork and individual forms vary from office to office. In general, every trade registration must include information about the GbR partners, such as personal and contact information as well as the address and telephone number of their place of business.

One essential component of the registration is the wording of your business activity description. You should define the activity to be registered carefully to avoid delays caused by modification requests from the trade office.

What documents do I need to complete trade registration for my GbR?

Once you’ve filled out the forms from the trade office, you’ll still have to submit additional documents:

• ID card or passport
• Residence permit for foreign nationals, including permissions to conduct business (Erlaubis der Gewerbetätigkeit), if applicable
• Domestic authorisation and domestic address, if applicable
• Police clearance certificate (Führungszeugnis)
• Proof of entry in the central trade register (Gewerbezentralregister)
• Additional evidence and supporting documentation depending on your chosen industry or sector
• Clearance certificate from your tax office (not commonly required)
• Payment of fees (preferred payment methods vary from office to office)

Obtaining the required documents on time

The trade office will review your professional suitability and/or qualifications if your trade requires you to have an operating licence.

In many cases, the relevant application forms can be downloaded as PDFs. Be sure to find out sooner rather than later if any additional documents are required for completing your GbR’s trade registration.

You can expect to wait several weeks when requesting documents such as police clearance certificates. Once you’ve received the trade office clerk’s stamp, you can confidently get your GbR’s operations rolling.

The costs of registering a GbR vary from municipality to municipality. You can usually expect to pay between €15 and €30 per trade. The registration costs will, therefore, make up only a small part of the costs of establishing your GbR.

Tip: Be sure your ID documents are valid. An expired passport can delay your trade registration.

Once your GbR has been successfully registered, you’ll be entered into your municipality’s local trade register. A trade licence is valid indefinitely.

If your registered place of business changes, or another substantial change takes place, you must let your trade office know. You will have to pay additional costs when reregistering and deregistering your trade.

After you have successfully submitted your registration and received confirmation from the trade office, copies will be sent to all other relevant agencies, offices and chambers: your tax office, the IHK (chamber of industry and commerce) or the HWK (chamber of crafts), insurance providers, the employment agency and relevant trade insurance institutions.

Agencies, offices, insurance providers: Where do I need to register my GbR?

Once you’ve received your trade licence and your trade is successfully registered, other relevant agencies will be informed of your new business. We’ve put together an overview of the next steps in establishing your GbR:

Membership with the IHK or HWK

Regardless of whether your business falls under the jurisdiction of the IHK, HWK, or a separate chamber, membership with your local chamber of commerce is mandatory. After registering your trade, the chamber will get in touch with you automatically.

Artists and other occupations that qualify as liberal professions (freie Berufe) are exempt from this requirement. But be careful – there are exceptions here as well. Tax consultants, architects and lawyers, for example, are required to become members in their respective industry’s chamber. Be sure to find out which chamber you need to become a member of well in advance.

Registration optional for GbRs

You are not required to have your GbR entered into your local commercial registry. GbR partners aren’t legally categorised as merchants, and there are no special registries for GbRs. Like any other trade, your business will be entered into the trade register once you have completed the necessary trade registration.

If you decide to convert your GbR into a general partnership (offene Handelsgesellschaft – oHG), however, you’ll need to have it entered into the commercial registry. You can find out more in the ‘Converting a GbR into an oHG’ section below.

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Your tax office and tax number

• Non-commercial GbRs merely need to fill out a tax registration application. No further forms are required for registration. A partnership between two or more freelancers must let their tax office know that they have established a GbR.
• If you’re establishing a commercial GbR, your tax office will contact you for tax registration purposes after you register your trade. You will generally be required to pay VAT and trade tax. Fill out the form to receive your tax number. You’ll be able to issue invoices once you receive your tax ID.

Requesting a company number for GbRs with personnel

If you decide to hire additional employees for your GbR, you’ll need a company number from the Federal Labour Office (Bundesagentur für Arbeit).

A company number is necessary for registering your employees with insurance providers and other social insurance providers. This is also the case even if you only marginally employ personnel, ‘mini-jobbers’ or trainees.

The Federal Employment Agency’s (Bundesagentur für Arbeit) company number service offers online social insurance registration. You can request a company number free of charge.

Registering with trade insurance institutions

Like with any other trade, you must register your GbR with the relevant trade insurance institution. Trade insurance institutions (Berufsgenossenschaften) are the carriers of Germany’s statutory accident insurance.

You can find out which of the many trade insurance institutions is responsible for your industry by doing a bit of research or by asking the German Statutory Accident Insurance umbrella association DGUV (Deutsche Gesetzliche Unfallversicherung) at +49 800 60 50 40 4.

N.B. If you do business in the agricultural sector, the German Social Accident Insurance Institution for agriculture, forestry and horticulture is the right insurance carrier for your business.

Membership with industry associations

There are countless associations for business owners in every industry. Memberships with them are optional. Be sure to find out what regional and nationwide societies, associations or guilds there are and what their points of focus are. There are various advantages for members, including:

• Legal support
• Dispute mediation
• Continuous exchange of experience and knowledge
• Networks and contacts
• Awarding contracts
• Industry-relevant news and developments (statistics, headlines, trends, legislation)
• Listings in industry search engines
• Strong political and economic representation
• Distribution of awards and certificates
• Staying on top of mandatory social insurance

As natural persons, the founders and partners of a GbR are required to be socially insured if they are obligated to be insured due to their status as self-employed. Social insurance carriers must, therefore, be informed of your GbR’s establishment.

Your trade office will usually forward the relevant copies, but make sure to confirm that health, pension and nursing insurance providers, the employment agency, any relevant trade insurance institutions and, when applicable, the German artists’ social security fund (Künstlersozialkasse) have been notified. If you don’t pay the respective dues, you won’t be covered in the event of a claim.

If you’re unsure of which insurance you’re required to take out, you can have your status checked by the arbitration board of the German Pension Insurance Union (Deutschen Rentenversicherung Bund).

Once you’ve completed all necessary registrations, you’ll have reached a huge milestone in the establishment of your GbR.

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Checklist #1: What has to happen before I register my GbR?

Before you begin the registration process, you should already have taken care of the following steps of the establishment phase:

• Find your founding team: A GbR must have at least two founders or partners. As a legal company form, the GbR is especially popular with freelancers, small traders, start-ups, and sole proprietors wishing to form a partnership.
• Define the business’s purpose: It’s up to a GbR’s founders to define the business’s purpose and objective.
• Establish the business’s management: If one of the GbR’s founders is to take on the business’s management, the arrangement must be agreed upon contractually. In general, a GbR’s partners are equal partners. They must make the same contributions and share liability equally. If a separate arrangement is to be made, you’ll need to specify that in a GbR contract.
• Write a business plan: Define your business ideas with a business plan.
• Discuss liability risks: GbR partners are personally liable, putting their private assets at risk. Unless a GbR contract states otherwise, the founders share the partnership’s liability equally. It is of utmost importance to clarify how the GbR’s liability will be allocated in advance.
• Choose a name for your GbR: Make sure to choose a name for your GbR that meets all of the necessary legal specifications.
• Draft a GbR contract: A GbR contract (Gesellschaftsvertrag) is not legally required to establish a GbR, but it is strongly recommended. The binding contract regulates several key details, such as the distribution of profits and losses. Other important contents include the GbR’s place of business, non-compete clauses, profit appropriation, liquidation, company succession and much more. We highly recommend seeking out legal counsel to help you iron out the fine details. You can read more on this topic in our GbR contract guide.
• Assess your start-up capital: Unlike corporations, there is no minimum amount of seed capital required to set up a GbR. Still, there are costs that come with establishing any business – be sure you have enough capital available.
• Open a business bank account: Find out what kind of business account is best for your business. Ask for advice as to which forms of joint accounts will best suit your needs.

Checklist #2: What should I do after registering my GbR?

• Accounting: Your GbR is legally required to keep accounts. This can be done by means of a so-called Einnahmen-Überschuss-Rechnung (EÜR). This is one of the simplest forms of revenue and profit documentation. If you take in more than €600,000 in revenue or more than €60,000 in profits, you are then required to generate a formal balance sheet starting with the following business year.
• Taxes: Trade tax, income tax, VAT and input tax deductions are all relevant for GbRs. Find out more in our extensive GbR guide.
• Compensation and withdrawing wages: The GbR contract should regulate how partners will be compensated. Profit shares are to be distributed to all partners equally unless the contract states otherwise. Private wage withdrawals don’t reduce taxable profits, however. Instead, they are recorded in a so-called private account (Privatkonto) for bookkeeping purposes.
• Continuation, succession, dissolution: You should plan for what should take place once the business has fulfilled its stated purpose – even before its establishment. Should the partnership continue to operate, or should it be dissolved? A partner leaving the GbR early often results in dissolution. If new people enter the partnership, you’ll need to draw up a new contract.

Converting a GbR into an oHG

Do you have big plans for your GbR? If so, you’ll probably need to change your business’ legal company form sooner or later.

That form might have to be that of a ‘general partnership’, known in German as an offene Handelsgesellschaft or an oHG. As soon as your yearly revenue exceeds €500,000, the state assumes that your partnership is ‘operating commercially’ (in kaufmännischer Weise betrieben).

Here are a few quick facts about the oHG as a legal company form:

• It is categorised as a partnership
• It pursues a trade-based purpose
• It must be entered into the Handelregister
• There is no minimum capital requirement to establish one
• Its partners are general partners with unlimited liability

Converting a GbR into an oHG turns your small trade business into a commercial enterprise. Be sure to seek out a tax consultant as soon as your yearly revenue exceeds €250,000.