Entry in the Commercial Register as a limited liability company (GmbH)

The commercial register is a public register kept by the local courts. It serves to ensure legal certainty in commercial transactions, as the factual and legal circumstances, the disclosure of which is of particular interest to the general public, are fully and reliably documented. There are two sections:

Section A: For sole traders and partnerships (e.K., OHG, KG)

Section B: For corporations (GmbH, AG)

The commercial register is a public record. This means that legal transactions in good faith are protected to a limited extent in their trust in the accuracy 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 full.

The entry in the commercial register must be applied for in electronic form at the locally competent district court. The signature of the merchant or managing director must be certified by a notary. Depending on the form of the company, different information must be provided and attachments added.

A public limited company is entered in section B of the commercial register. So-called corporations are entered in section B (HRB).

Required information:

• The company name
• The registered office of the company
• The object of the company
• The amount of the share capital
• The date of adoption of the articles of association
• Any provision on the duration of the company
• Any provision regarding the authorized capital
• The persons of the managing directors and the extent of their respective powers of representation

Requirements

Before the GmbH is registered

• the articles of association must be available,
• the contributions in kind must be paid in full and
• at least 25% of the nominal amount of each individual share must have been paid in cash.

In total, at least enough must have been paid into the share capital so that the total amount of the paid-in cash contributions plus the total amount of the shares for which contributions in kind are to be made reaches at least half of the minimum share capital.