Summary
The commercial register in Germany records all merchants and corporate entities with legally relevant details such as company name, managing directors, shareholders, and share capital. Registration is mandatory for all trading businesses and limited liability companies, while voluntary registration is possible for smaller enterprises. All filings, including amendments or deletions, must be certified by a notary and submitted to the competent local court. The registration fee depends on the legal form. Public access allows anyone to view basic company data, while detailed extracts are available for a small fee.
Contents
- Definition
- Who must register?
- Voluntary registration
- How to register
- Reporting changes
- Costs
- Extract example look
- Deleting an entry
- False information
- FAQ
- Conclusion
Samar Fathulla | founder consultant
I’m here to help founders build strong, successful businesses. Let’s talk about your formation and find the best way forward together.
- 🌍 International founders
- 💬 500+ consults
- 🤝 Tailored advice
What is the commercial register?
The commercial register 💬Handelsregister is a national register kept by the local district courts that stores entries about all merchants. Only with a commercial register entry is a business considered a firm 💬Firma and subject to the regulations of the German commercial code 💬Handelsgesetzbuch, HGB.
Don’t mix up the Handelsregister with the business register 💬Unternehmensregister or the federal gazette 💬Bundesanzeiger. on its own publishing platform, it’s solely a service for third parties.
How is the commercial register structured?
The German commercial register has two main departments:
- Department A: Registered merchants (e. K.), partnerships (oHG, KG), incorporated associations (e.V.)
- Department B: Corporations such as the GmbH, UG, AG)
The department is reflected in the commercial register number:
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Who needs a commercial register entry?
All merchants 💬Kaufleute are legally required. But who is a merchant 💬Kauffrau (f.) / Kaufmann (m.)?
In practice, either the legal form or the tax authorities determine the merchant status.
Which legal forms are listed?
Every corporation and commercial partnership has merchant status due to its legal form. Therefore, they need a commercial register entry at the time of incorporation. These include:
| Corporations | Commercial partnerships |
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Merchant status
The German commercial code determines who is a merchant or not.
As per § 1 of the commercial code, a merchant is a person who operates a commercial business. The decisive factor is whether or not the venture is a merchant or commercial business operation. If the definition applies, you belong to this category.
📌The tax office 💬Finanzamt often makes a case-by-case assessment to confirm whether an obligation exists.
These are the criteria:
- Type and scope of business activity
- Expected annual turnover of the enterprise: Will the enterprise generate revenue that is customary in the industry?
- Staff: Does the business require commercially trained employees?
- Number of employees: Are more than five employees?
- Business assets: from €100,000
- Loans: from €50,000
- Branches: Does the enterprise have several branches or permanent establishments?
If the tax authorities rule that your sole proprietorship 💬Einzelunternehmen or partnership falls under this category, they’ll notify you of the decision.
Ignoring the commercial register obligation
Anyone who fails to comply will initially receive a warning. Formally the penalty for not taking action is a fine of up to €5,000 (§ 14 HGB) or even imprisonment. This is based on the commercial code, the stock corporation act) and the limited liability company act.
Is voluntary registration possible?
Any self-employed person can opt into a commercial register entry. Although many partnerships, liberal professionals 💬Freiberufler and sole proprietorships are not classified as merchants, entry into the register is always possible.
Through voluntary entry into the commercial register, any business can gain the status of a merchant business.
Advantages of voluntary entry
- No more obligation to use personal name as part of business name
- Appoint authorised signatories
- Legal protection for your company name
- Better reputation
- Set up independently operating branches
Disadvantages of voluntary entry
With a new entry stricter regulations of German commercial code apply, e.g.
- Double-entry bookkeeping and compliance with the principles of proper accounting
- Complete disclosure of all business transactions recorded in the accounts
- Obligation to provide additional information on business letters and legal disclosure
- Company name
- Registered office
- Register court and number
If you are thinking about entering your business into the commercial register, make sure the cons don’t outweigh the pros for your business. For sole proprietorships without compulsory registration or Freiberufler freelancers, voluntary registration doesn’t always pay off.
How can you apply for your entry?
Entry into the commercial register, is always via a notary appointment. The notary checks all formalities and certifies the application to the commercial register. As soon as all the documents are available, the notary sends the application and other documents electronically to the district court.
Read more about how to enter an LLC into the commercial register in our guide.
What changes need to be reported to the Handelsregister?
If the existing entry is no longer up to date, the events and changes must be reported and submitted with additional documentation (section 12(1) HGB):
- Appointment of a new managing director
- Dismissal of a managing director
- Withdrawal or entry of a shareholder
- Amendment or overhaul of the articles of association
- Establishment, closing or relocation of a branch office
- Granting or revocation of power of attorney
- Change of the company name or the business objective
Most changes require a notarisation by the notary!
How much does a commercial entry cost?
The fees for entry in the commercial register differ depending on the legal form and are regulated be the GNotKG – the German law on court and notary fees:
- GmbH: €300 (cash contributions), €240 (contributions in kind)
- UG: €300
- Registered merchants: €70
- AG: €300 (cash contributions), €360 (contributions in kind)
- KG: €100
You will receive the invoice by post to the business address you have provided. After you have paid the invoice amount, your entry will be published.
Common Scam: District court invoice
Some register courts publish the entry even before the invoice has been sent and paid by the applicants. Scammers take advantage of this and send fraudulent invoices to all business addresses of newly formed companies.
📌Please make sure you only pay the official invoice! Learn how to spot the scam letters.
What info can you access on the Handelsregister?
Since the commercial register is available to the public, you can view your own or third-party entries at any time on the Handelsregister website. Basic data is free, for full data the website will charge a small fee.
These data points are available:
- Company name
- Domestic address of the company’s registered office and, if applicable, branches
- Company objective
- Amount of share capital
- Representation regulations (management and signatories)
- Names and birth dates of the managing directors
- Names and birth dates of authorised signatories
- Legal form
- Date of first entry
- Number of entries
- Other legal relationships, e.g. past name changes and insolvency proceedings
Samar Fathulla | founder consultant
I’m here to help founders build strong, successful businesses. Let’s talk about your formation and find the best way forward together.
- 🌍 International founders
- 💬 500+ consults
- 🤝 Tailored advice
Deletion of an entry
To delete a commercial register entry, contact your notary. To do this, submit a written application for deletion and have it certified by a notary. Dissolving a company entered into the register doesn’t automatically delete its entry—these are two different processes that happen independently.
What happens if I submit wrong information?
The commercial register’s central function is to be an accurate source of information about companies. Under § 15 HGB, it should only contain correct and complete information. Thus, if anyone enters false information or fails to notify a notary of all changes without delay, they may face hefty penalties.
Liability risks
Providing false information when initially entering the company for the establishment of the company leads to liability risks for managing directors and shareholders of a GmbH or UG as per § 9a (1) GmbHG. According to this, shareholders, as well as managing directors, are liable for damages arising from incorrect statements.
Imprisonment or fines
Shareholders or managing directors who enter false information face imprisonment of up to three years or hefty fines in addition to any liability claims against them (§ 82 GmbHG). This applies to false statements about the following information:
- Distribution of shares
- Payment of contributions
- Use of paid-in amounts
- Formation expenses
- Contributions in kind
Default judgements
Every GmbH and UG is obliged to register a domestic registered office address and keep it up to date.
This is the only way creditors can reach their debtor, for example, to file a lawsuit. Even if the limited liability company doesn’t change its registered address, it could still be served with a lawsuit at the old address.
In this way, there is a chance that the company “misses” the lawsuit and, therefore, fails to act in time, resulting in an enforcement judgment. For this reason, it is increasingly important for companies to update their address information. Failure by the company to comply with this obligation exposes those responsible to legal action.
FAQ
Why is the information entered in the commercial register public?
The commercial register is open to public inspection because potential business partners, customers, and third parties should be allowed to learn about a company’s business situation—something that goes beyond the interest of creditors.
The very existence of the entry suggests a high level of professionalism and creates a boost of credibility because the entry in the commercial register is associated with strict regulations. Especially for foreign business partners, the entry serves as proof of your company’s existence.
Conversely, you can also use it to research potential business partners. For example, you can check whether certain companies actually exist, who the owners are and how much share capital there is in the case of corporations.
When is an entry published?
The processing time differs depending on the district court that has jurisdiction. After the court receives your data, it examines it for correctness, legality and completeness. In some cases publication takes place after just a few days, in others, processing takes longer and founders have to wait a few weeks.
Is there a possibility that shareholders and/or managing directors are not published?
Generally no, but there is the option of using a trust agreement . This involves the actual shareholder/managing director transferring their rights to a third person on condition that the trustee does not use them to his advantage.
In such a case, the trustee acts in place of the shareholder/managing director. The trust relationship is not visible in the transparency register. But if the trust holds more than 25% of the company, it has to be recorded in this register, which is not open to the public.
Are silent partners visible on the commercial register?
Silent partners are, as the name suggests, not visible. However, silent partners in stock corporation are an exception: they must be listed even if there are several silent partnerships of the same type in the event of a public offering.
Got more questions about the Handelsregister?
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Conclusion
A proper entry in the commercial register enhances a company’s legal standing and protects its business name from duplication. However, registration brings obligations such as accounting and disclosure duties, so entrepreneurs should carefully weigh the advantages. Keep all information up to date to avoid penalties or liability risks. Ensure that all applications are complete and notarised before submission. Using the commercial register correctly reinforces transparency and credibility in the German business landscape.
