If you establish a limited liability company (GmbH), you are obliged to apply for its registration in the commercial register. Only after registration does the GmbH come into existence and have full legal capacity.
The commercial register is a public register kept by the district courts. It serves to ensure legal certainty in commercial transactions by providing complete and reliable evidence of the factual and legal circumstances whose disclosure is of particular interest to the general public. Two sections are maintained:
Department A: For sole traders and partnerships (e.K., OHG, KG).
Department B: For corporations (GmbH, AG)
The commercial register enjoys public faith. This means that bona fide legal transactions are protected to a limited extent in their trust in the correctness of the entries and announcements.
The content of the entry is published ex officio in the electronic Federal Gazette. In principle, all entries are published in their full wording.
The entry in the Commercial Register must be filed with the locally competent district court in electronic form. The signature of the merchant or the managing director must be certified by a notary public. Depending on the form of the company, different information must be provided and attachments must be included.
A stock corporation is entered in the Commercial Register in Department B. So-called corporations are registered in department B (HRB).
Before the registration of the limited liability company
In total, at least enough must have been paid in on the share capital so that the total amount of the paid-in cash contributions plus the total amount of the business shares for which contributions in kind are to be made reaches at least half of the minimum share capital.
The registration of a company in the Commercial Register Section B is generally carried out by a notary public.
The entry itself is made by the district court.
All facts requiring notification must be entered in the Commercial Register in the event of a change (e.g. changes to the authorized representatives or their powers, etc.). Similarly, the opening or rejection of the opening of insolvency proceedings as well as all changes to the articles of association must be notified to the court and entered in the Commercial Register.
The registration court must decide on the registration immediately after receipt of the application. If all documents are available and no objections by the court are necessary, registrations are usually made within a few working days.
Fixed fees are charged for entries in the Commercial Register in accordance with the Commercial Register Fees Ordinance.
The amount of the fee for the entry is determined in accordance with the Court and Notary Fees Act in conjunction with the Ordinance on Fees in Commercial, Partnership and Cooperative Register Matters. In addition, expenses are incurred for the public announcement of the entry.
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Full information only available in German language
Last update at 24.02.2023