Certificate of incorporation for German limited liability companies

Function and purpose of the commercial register

The basics

The German commercial register 💬Handelsregister is a public register of all merchants in the area of a district court 💬Amtsgericht or Registergericht. The register is divided into two groups:

• Section A: contains all registered merchants, commercial partnerships (oHG, KG) and incorporated associations. Their register numbers start with ‘HRA’.
• Section B: contains all corporations (GmbH, UG, AG). Their register numbers start with ‘HRB’.

The commercial register is maintained by the local district courts in Germany.

Function

Anyone can search and download the information published in the commercial register. Its primary purpose in to inform the public and protect creditors. To fulfil purpose of protection, accountability and regulation data submitted must be correct, complete and up to date.

Commercial register and company formation

The registration and subsequent application for the commercial register is a milestone when you set up a limited liability company. This is the typical process for UG, GmbH and other legal forms:

1. The notary certifies all necessary documents:
   • Certificate of incorporation
   • Appointment of managing director(s)
   • List of shareholders
   • Articles of association

2. The data is converted into an XML file and submitted by the notary. Depending on the local court, the processing time varies between a few working days and a few weeks.
3. The justice treasury issues an invoice and sends it to the specified business address. In most cases, the entry is only published after the district court has received the payable amount. Please beware of scam letters!

📌 Make sure that you label the letterbox at your business address in good time so that the postman can deliver the invoice. Otherwise you may face serious delays.

📌 While you are waiting for the publication there are some rules to follow: Your company is ‘in formation’ 💬‘in Gründung’ or i. G. for short. If you do business or launch your website, you are obligated to add this abbreviation to the company name on letters, invoices, email signatures and your imprints. It lets third parties know that your company has no limited liability as of yet.

📌 The limitation of liability of GmbH and UG only takes effect after the company has been registered with the commercial register. The date of registration is relevant!

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 or UG is filed in the Handelsregister:

• Company name
• Registered office address
• Company objective
• Share capital
• Representation regulations (management and authorised signatories)
• Legal form
• Date of first registration

What is the appendix?

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

• List of shareholders: Names of all shareholders and their respective shares.
• Articles of association: Users can inspect your standard or customised articles.

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 that require an update of the registration in the commercial register:

• Granting or revocation of a power of attorney
• Amendments to the articles of association
• Change of shareholders
• Change of managing directors
• Change of business address
• Increase or decrease of share capital
• Insolvency
• Registration of liquidators
• Termination and suspension of insolvency proceedings
• Dissolution

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

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 own any corporate assets and it’s unlikely that business operations will continue.

How can I get a commercial register certificate?

Generally, anyone is free to inspect data at handelsregister.de for a small fee. The search function allows you to search the general information of registered companies for free. The respective local court also offers a free on-site inspection.

The federal states offer different types of commercial register excerpts:

• Aktueller Ausdruck or AD—contains only current information
• Chronologischer Ausdruck or CD—includes current and specially marked, completed entries
• Historischer Ausdruck or HD—includes scans of old tabs that were used until the introduction of the electronic version of the Handelsregister
• Strukturierter Registerinhalt or SI—structured data

📌 Registration required before viewing the data!

Accessing the following data is free of charge:

• Unternehmensträgerdaten or UT—basic company data
• Veröffentlichungen or VO—list of company announcements

Tip: Check your commercial register entry from time to time and after any update. 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 this obligation is neglected, periodic penalty payments of up to €5,000 can be levied. Failures or errors may be subject to written warnings.

Transmission of data to the commercial register

The documents must be sent digitally. The technology is based on e-justice systems.

Unternehmensregister

The Unternehmensregister—or company register in Englisch—is part of the electronic Federal Gazette. Unlike the commercial register, the business register offers a set of comprehensive information about registered companies regarding:

• Accounting / financial reports
• Disclosures
• Capital market activities
• Funds
• Insolvency