Certificate of incorporation for German limited liability companies

Function and purpose of the commercial register

The Handelsregister is a public register of all merchants in the area of an Amtsgericht. The information published here may be consulted by any person. The Handelsregister is divided into two groups:

• Section A contains all registered merchants (with the appendix ‘e. K.’), partnerships (oHG, KG) and legally responsible business associations. The abbreviation HRA appears before the register number.
• Section B contains all corporations (GmbH, UG, AG). The register number is preceded by the abbreviation HRB.

The Handelsregister is maintained by the local courts in Germany. There is an obligation to register the legal forms mentioned above.

The Handelsregister primarily serves to inform the public and protect creditors. This means that the mandatory information must be correct, complete and up to date. Only in this way can the Handelsregister fulfil its functions of protection, accountability and regulation.

The Handelsregister also serves to control the names of registered companies. There must be no risk of confusion between two entries in the Handelsregister within the jurisdiction of an Amtsgericht. Similar company names will be rejected and not included.

Commercial register and company formation

The registration and subsequent entry in the Handelsregister is a milestone on the way to becoming a limited liability company. As a rule, the Handelsregister application of a GmbH and a UG takes place as follows:

1. The notary certifies all necessary documents:
   • Gründungsurkunde
     Certificate of incorporation
   • Legitimation des Geschäftsführers
     Legitimation of the CEO
   •  Gesellschafterliste
     List of shareholders
   • Gesellschaftsvertrag/Satzung oder Musterprotokoll
     Articles of association or model protocol/standard template 

1. • Evidence of the value of the contributions in kind paid into the business account
2. The data is converted into an XML file and sent by the notary. The examination and entry of the GmbH or UG in the Handelsregister can take some time. Depending on the local court, the processing time varies between a few working days and a few weeks – provided that the submitted documents are in order.
3. The founders receive an invoice from the state justice treasury in the amount of €150 by post to the specified business address. After the invoice amount has been paid and received by your local court, the new entry will be published. In some cases, a preliminary publication takes place before the invoice is issued. The time of publication depends on the procedure of your competent register court.
4. Your GmbH or UG is now officially entered into the Handelsregister and the bureaucratic part of your company formation is complete. The Handelsregister number and the registration court must be inserted in the imprint of your company website, in the footer of your business mail and in the signature of business e-mails.

The limitation of liability of GmbH and UG only takes effect after the company has been registered with the Handelsregister. The date of registration is relevant, which the local court sends you in a letter.

What should I know about registering with the commercial register?

The company is ‘in formation’—in German ‘in Gründung’ with the appendix ‘i. G.’—between the notary appointment for the GmbH/UG formation and the entry in the Handelsregister. This information must be visible to third parties. This means that for business correspondence, on invoices and in the imprint the company name must be supplemented by the appendix ‘i. G.’.

Make sure that you label the letterbox at your business address with your company name in good time so that the postman can deliver the invoice. Otherwise, the letter could be returned to the sender. In this case, the registration and thus the limitation of liability will be unnecessarily delayed.

Beware of scammers! Fraudsters send thousands of fake invoices for commercial register entries to new companies every month.

What’s included in commercial register entry of a company?

Unlike merchants, corporations must make additional information available to the public. By default, the following data for a GmbH (limited liability company) or UG (entrepreneurial company with limited liability) is filed in the Handelsregister:

• Company name
• Domestic address of the registered office and any branch offices, subsidiary offices
• Business objective
• Amount of the start-up capital
• Representation regulations (management and procuration)
• Names and dates of birth of the CEOs
• Names and dates of birth of the authorised signatories
• Legal form
• Date of first registration, number of registrations
• Other legal relationships (e.g. insolvency proceedings or change of name)

The legal requirements for the commercial register are contained in the Commercial Register Ordinance (HRV).

What is the appendix?

The appendix to the commercial register contains further documents which can be inspected for a fee:

• List of shareholders of the GmbH/UG: This lists all shareholders and companies owning shares. If there are changes in the composition of the owners, the list of shareholders must be updated and submitted to the Handelsregister.
• GmbH statutes or Musterprotokoll: The articles of association of a GmbH or UG are also part of the HRG appendix. There is also a notification requirement for changes to the articles of association.

Each registered company has a so-called register folder. In addition to the entry, all appendices are added to the register folder as individual tab pages and sorted according to document type and date of receipt.

How can I update my commercial register entry?

After registration, there are events in the life cycle of limited liability companies and entrepreneurial companies that require an update of the registration in the commercial register. So-called facts subject to registration are, among others:

• Granting or revocation of a power of attorney
• Amendments to the articles of association
• Change of partners
• Change of CEO
• Change of business address
• Increase or decrease of share capital
• Registration of liquidators
• Termination and suspension of insolvency proceedings
• Dissolution of the GmbH/UG

Details on the respective events and their reporting obligations are laid down in the German Limited Liability Companies Act (§§ 7-67 GmbHG). The legal responsibility for correct and timely submission lies with the management of the GmbH or UG.

How can I remove my company from the Handelsregister?

Upon request, GmbHs or UGs will be removed from the commercial register. Removal of the entry usually follows a formal dissolution of the company. The resolution can have different causes, for example:

• Opening of insolvency proceedings
• Expiration of the registration period
• Shareholders’ resolution on discontinuation of business operations
• Court order

Removal from the GmbH/UG

A GmbH or a UG can be deleted at the request of a tax authority, chamber or other professional bodies. Usually, this happens after the conclusion of insolvency proceedings if the corporation does not (any longer) own corporate assets and it’s unlikely that business operations will continue. In the course of the removal, deregistration needs to be done at the trade office (Gewerbeamt).

How can I get a commercial register certificate?

Since 2007, the Handelsregister has been kept completely electronically. Generally, anyone is free to inspect it. Online inspection is possible in the register portal of the federal states at handelsregister.de for a small fee. The search function allows you to search the general information of registered companies (company name, registered office and address, register court, and register number). The respective local court also offers a free on-site inspection.

The Common Registry Portal of the federal states offers different types of commercial register excerpts:

• Current printout (Aktueller Ausdruck or AD) – contains only current information
• Chronological printout (Chronologischer Ausdruck or CD) – includes current and specially marked, completed entries
• Historical printout (Historischer Ausdruck or HD) – includes scans of old tabs that were used until the introduction of the electronic version of the Handelsregister
• Structured register content (Strukturierter Registerinhalt or SI)

Registration is required before viewing the printouts!

Accessing the following data is free of charge:

• Company proprietor data (Unternehmensträgerdaten or UT)
• Publications (Veröffentlichungen or VO)

Tip: Check the commercial register entry from time to time and after any updates. This is the only way to ensure that information and access are correct at all times.

Delayed or omitted entries

As previously mentioned, there’s an obligation to register in Germany. If the registration obligation is neglected, periodic penalty payments of up to €5,000 can be levied in accordance with § 14 of the German Commercial Code. Failures or errors may be subject to written warnings.

Transmission of data to the commercial register

The documents shall be sent digitally. The technology is based on e-Justice systems such as the Electronic Court and Administrative Mailbox (EGVP is the shorten German term for this).

The Unternehmensregister—what is it?

The Handelsregister and the Unternehmensregister (business register) of the Federal Ministry of Justice are not the same thing. The business register is part of the electronic Federal Gazette. Unlike the online portal of the commercial register, the business register offers a lot of additional information:

• Accounting / financial reports
• Business disclosures
• Capital market information
• Register information
• Fund information
• Bankruptcies