Germany – Handelsregister Trade Register

Germany key Points

• Time – 1-2 weeks to incorporate your company
• Directors – only one director of any nationality, is necessary for your company
• Directors – a director must travel to Germany to finalise the incorporation
• Shareholders – only one shareholder of any nationality, is required
• Shareholders – 100% foreign shareholders allowed
• Share Capital – the share capital requirement for a GmbH is €25,000
• Support – using our 20 years experience we guide you throughout every step of the company formation process

Registration with the Trade Register

A notary will document the articles of association and also verify the application for registration with the Trade Register. Every company is obliged to register with the local trade office(Gewerbeamt) of the municipality in which the business is located.

The application form together with the documents mentioned in §8 of the Private Limited Company Law (GmbH-Gesetz) are forwarded by the notary to the cognisant Court of Registration.

The responsible Chamber of Industry and Commerce will be requested by the local court to submit an expert statement of opinion.

In the course of inspecting the registration requirements, if any doubts as to the correctness of the application arise, the local court will inform the applicant of such, either directly or via the applicant´s notary. Opportunity will be given to revise the application. Provided that there are no further grounds for the rejection of the application, registration in the Trade Register will
then follow.

Registration of the GmbH and the managing directors in the trade register. The GmbH acquires the rights of a legal entity from the point of having been registered in the Trade Register. Prior to registration, a distinction is made by German law between the period subsequent to the decision on the part of the shareholders to found the company up until the notarial documentation of the articles of association on the one hand, and between the period thereafter up until the official registration in the Trade Register on the other. The company in the making is subject to different legal requirements for the time periods mentioned, particularly with regard to the liability of the already engaged shareholders.

The GmbH is subject to compulsory registration as is every newly founded business enterprise. Hence, registration in the Trade Register must be followed by registration at the cognisant Office for Public Order (Amt für öffentliche Ordnung), or Mayor´s Office (Bürgermeisteramt). The official form used for this purpose is supplied with carbon copies which are to be forwarded to the other obligatory places of registration, for example, the Finance Office and the mutual indemnity association.

Registration of the trade process

The duration of the registration process is determined, to a large extent, by any additional difficulties which may arise during the course of the application, and which must necessarily be dealt with. Otherwise, a period of 6 weeks, starting from the date on which the notary sends the registration documents to the local court, may be calculated.

Trade Register – Handelsregister

Companies of all legal forms must be entered in the Trade Register. The trade register is kept by the local courts(Amtsgericht) and ensures legal certainty in trade since all actual and legal relationships are recorded there.

The Trade Register provides information on the company name, the name of the owner, the share capital of the GmbH, the granting of general powers of attorney.

As a result of the entry in the Trade Register, the company name is protected from identical or similar company names because every company name must be clearly different from all companies already entered in the Trade Register of the same municipality.

The entry in the Trade Register also documents to third parties that the company complies with standard business rules and practices and subjects itself, more particularly, to the Commercial Code (HGB).

Since by now every businessman is entitled to have himself entered in the Trade Register on a voluntary basis, the entry does not allow any conclusions as to the size of the company.

Many banks and trading companies make the establishment of a business relationship dependent on the entry in the Trade Register.

Entry into the Trade Register

The directors must notify the relevant District Court of the company’s entry into the Trade Register in writing. The signature and the formal style used by the company must be duly certified by a notary.

Entry into the Trade Register must include the company name, its registered office, object of the company, amount of proprietors’ capital, date on which the shareholders’ agreement was concluded, personal details of directors and their powers of representation.

An annexe to the notification must also include the following:

• The shareholders’ agreement in a certified notarial form
• A list of shareholders countersigned by the directors

Entries into the Trade Register are published in the electronic Federal Gazette (elektronischer Bundesanzeiger).

Chamber of Commerce and Industry

At the request of the local courts – registration courts – the Chambers must issue an expert opinion on the admissibility of the company name and support the court in the keeping of the Trade Register.

The chamber checks in particular whether companies located or registered in the same municipality have a company name which might lead to confusion.

In the case of pure trading companies, only the Chambers of Commerce and Industry are asked by the local courts to submit an expert opinion.