Introduction to the Commercial Register
The Commercial Register is a public register maintained by local courts (Amtsgerichte) that serves to ensure legal certainty in commercial transactions. It guarantees that the actual and legal circumstances of companies are reliably documented and made accessible to the public. The register is divided into two sections:
- Section A for sole traders and partnerships (e.K., OHG, KG)
- Section B for corporations (GmbH, AG)
The Commercial Register enjoys public trust, meaning that transactions carried out in good faith may rely on the accuracy of the entries. Entries are published in the electronic Federal Gazette, and the application for registration must be submitted electronically to the competent local court, with the signature requiring notarization.
Registration of a GmbH in the Commercial Register
A GmbH (limited liability company) is legally established only through its registration in the Commercial Register. The registration can only be carried out by the managing director(s) and must be notarized. Required details in the articles of association include the company name, registered office, business purpose, share capital, as well as the names and authorities of the managing directors. Various documents must also be submitted, such as the articles of association, proof of identity of the managing directors, and a list of shareholders. Special requirements apply if there are contributions in kind or if the company requires governmental approval.
Registration of a Branch of a GmbH
Both domestic and foreign GmbHs can register branches in Germany. For domestic GmbHs, the registration is also done by the managing directors at the court of the main office. In the case of foreign GmbHs, in addition to the general information about the parent company and the branch, further evidence is required, such as proof of the parent company’s existence and, if necessary, approval under German law.
Required Documents and Legal Requirements
Specific documents are required for each type of registration in the Commercial Register. When registering a GmbH, documents such as the articles of association, a list of shareholders, a statement regarding the share capital, and other supporting documents must be submitted. For foreign branches, certified translations and proof of the parent company’s existence are additionally required. All documents must be submitted in notarized form to make the registration legally effective.
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Important Note: The content of this article has been prepared to the best of our knowledge and belief. However, due to the complexity and constant changes in the subject matter, liability and warranty are excluded.
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