If you want to find out about regional companies, take a look at the Handelsregister (Commercial register). All important information can be found there. This creates transparency and security.
For some companies the entry is mandatory, others can register voluntarily.
This is what you can expect today:
- Definition and explanation
- Where can I find the commercial register?
- Tasks and functions of the commercial register
- Structure and content of the commercial register
- Why an entry in the Commercial Register is necessary
- Entries required to be made
- Consequences of non-registration
- Pros and cons of voluntary registration in the Commercial Register
- Criteria of the commercial register number
- How to obtain an extract from the commercial register?
- Costs of an entry in the Commercial Register
- Changes to the commercial register entry
- Deleting the entry in the Commercial Register
Definition and explanation: What is a commercial register?
A commercial register is a public directory. Registered merchants from a certain region are listed there. Information is stored about the company's registered office, business purpose, branches or legal form, and capital.
The commercial register has a publication and evidence function. Furthermore, the register serves to control and protection.
Where can I find the commercial register?
In Germany, the municipal courts are responsible. The Handelsregister is deposited there and is kept by the local court. In Austria, the regional courts are the correct contacts. In Switzerland, this task is the responsibility of the Commercial Register Office, and in Great Britain, the Companies House is responsible for maintaining the Commercial Register.
Tasks and functions of the commercial register
The public register makes business transactions more transparent and secure. Since the Commercial Register can be inspected by anyone free of charge, you as an entrepreneur as well as private individuals have the opportunity to find out about potential business partners.
Obtaining legal information about registered merchants is a helpful option before signing a contract. In turn, merchants can ensure their legitimacy vis-à-vis third parties by referring to their entry in the commercial register.
A commercial register fulfills four basic functions:
|Publication function||All stored information can be viewed without restrictions.
This applies to both current information and entries from the past.
|Evidence function||Inspection of the commercial register is not restricted by data protection.
This facilitates the provision of evidence in legal matters.
|Publicity function||The German Commercial Register enjoys the protection of confidence.
The correctness of the entries can be trusted, as an examination by the registry court has been carried out in advance.
|Control function||The verification of the information before publication also serves the purpose of state control.|
Structure and content of the commercial register
The Commercial Register is divided into two sections
The following are entered in Department A:
- sole traders
- Limited partnerships (KGs)
- general partnerships (OHGs)
- commercial enterprises, managed by legal entities
The following are registered in Division B:
- Corporations (limited liability companies, partnerships limited by shares, joint-stock companies).
- mutual insurance companies (VVaG)
The commercial register contains the following information:
Department A - Legal form of the company
- registered office
- Owner, partners, and their representatives
- amount of the limited partner's contribution in the case of limited partnerships
- possible exclusion of liability in case of a business takeover
- appointment or dismissal of authorized signatories - the opening of insolvency proceedings, cessation of insolvency proceedings, and termination of insolvency proceedings
- extinction of the company
- dissolution of the company
- directors and members of economic interest groups within the EU with their powers
Division B - Legal form of the company
- registered office
- the object of the company
- Appointment or dismissal of authorized signatories
- Opening of insolvency proceedings, cessation of insolvency proceedings, and termination of insolvency proceedings
- Extinction of the company
- Dissolution of the company
- GmbH - managing director
- Amount of share capital
- AG - board of directors
- Amount of share capital
- KG - liable partners
- Amount of share capital
Legally, the German Commercial Code (HGB) and the German Stock Corporation Act (AktG) also apply to AGs and KGs.
Why an entry in the commercial register is necessary
If you run a business, the question arises about the entry in the commercial register. For some business forms, the entry is prescribed. The entry can also be worthwhile for small traders or GbRs. Those who appear in the commercial register can strengthen their economic reputation and increase the probability of being perceived as an entrepreneur by the general public.
The following legal forms are not required to register in the Commercial Register:
- Small traders
- Gesellschaft bürgerlichen Rechts GbR (partnership under civil law)
For most companies, however, registration is mandatory. Since all relevant company data is recorded in the commercial register, this is an advantage for the process of secure and transparent legal transactions.
Before signing contracts and entering into business relationships, you can study the commercial register entry of the potential business partner. This discloses the business situation and removes doubts from the world.
If you register in the commercial register, you protect your company name at the same time. All companies registered after you must be clearly distinguishable from your company name.
Entries required to be made
If you believe that you are exempt from an entry in the commercial register as a sole proprietor, this does not necessarily correspond to the facts. It depends on how much your company brings in. The tax offices check the annual turnover or the number of business transactions carried out in the fiscal year.
When a small business is required to enter the commercial register does not appear to be precisely defined by law. The decisive factors are the personal situation and the economic situation.
The following points justify the obligation to register:
- commercial organization of the company
- no freelance activity
- necessary bookkeeping
- employment of authorized signatories
- annual turnover
- retail trade = 250.000 Euro
- production and wholesale = 400.000 to 500.000 Euro
If you can answer most of the listed points with "Yes", you are probably a merchant and therefore obliged to register in the commercial register. After registration you will receive the following additions:
- registered merchant (e.Kfm)
- registered businesswoman (e.Kfr)
Consequences of non-registration
Not every founder is obliged to register from the beginning. In practice, it is not infrequently assessed by the competent tax authority and the chosen legal form which decides on the obligation to register.
An individual examination by the tax office takes the following criteria into account:
- Purpose of the company
- Employment of employees
- employment of more than five employees
- expected annual turnover
- business assets
- amount of credit
If, after checking these criteria, a subsequent obligation to enter the register arises, the tax office will inform you of this. If you do not react to this, you are liable to prosecution. According to §15 HGB, anyone who defies this requirement will be fined. The penalty can be up to 5.000 Euro. Legally possible is also compulsory detention to obtain the registration.
Pros and cons of voluntary registration in the Commercial Register
As a small business owner or freelancer, you do not have to register in the commercial register. Choosing to do so voluntarily has advantages and disadvantages. From a legal point of view, the Civil Code then no longer applies, but a registered merchant is subject to the Commercial Code (HGB).
This entails some bureaucratic things. The bookkeeping becomes more elaborate and the accounting obligation is given. In return, registration can be worthwhile in order to gain a reputation with business partners and to be generally regarded as a merchant.
Before voluntary registration, it is important to weigh up the pros and cons.
|Advantages of the entry in the Commercial Register||Disadvantages of the entry in the Commercial Register|
|Reputation among business partners increases||Disclosure of sensitive data|
|Protection of the company name||double-entry bookkeeping|
|Appointment of authorized signatories||Accounting and balance sheets|
|Opening of branches and subsidiaries||arising expenses|
Criteria of the Commercial Register Number
Every company registered in the Commercial Register is assigned a Commercial Register number. As we have already explained, not every business automatically needs a commercial register number. It is only necessary if the company is managed according to commercial rules.
In the commercial code as well as in the tax code two decisive criteria are mentioned, which make a commercial register number necessary.
- Criterion 1 - an annual turnover of 600.000 Euro and more
- Criterion 2 - an annual net profit of 60.000 Euro and above
You can read this under § 241a HGB and under § 141 Abs. 1 AO. Further concrete conditions are not mentioned in the legal texts.
The IHK-Berlin makes clear in this connection that an "overall view" of the enterprise becomes necessary, in order to decide whether a commercial register number must be assigned.
Consequently, a whole range of factors are included in the consideration:
- business activities
- business relationships
- external financing
- Volume of advertising
- Number of employees
- Size of business
- Operating assets
- credit volume
Whoever needs a trade register number must manage his business commercially. This must be proven on the basis of the factors mentioned.
How do I obtain a commercial register number?
There are various ways to obtain an extract from the commercial register. The classical way leads to the responsible register court. There you can inspect it. It costs you nothing. However, if you want to get a printout, you will have to pay a fee.
For an uncertified commercial register excerpt, ten euros are to be paid. A certified extract from the commercial register costs twice as much. The fees must be paid in advance.
A simple and unbureaucratic way is via the Internet. Depending on the type of order, it only takes a few minutes for the desired commercial register extract to be sent by e-mail.
A distinction is made between two forms of commercial register excerpts:
|Chronological extract from the commercial register||Historical extract from the commercial register|
|This document is structured in tabular form.
It provides a comprehensive overview of the company.
All data are listed clearly and in chronological order.
|This extract includes all information about the desired company, starting with its foundation.
Original paper documents have been scanned and are now available in digital form.
Costs of an entry in the Commercial Register
The entry in the commercial register requires notarization. Ready-made application texts are available online and only need to be signed. Notarization by a notary costs approximately 25 euros.
If the notary drafts the letter himself, which is generally the case, about 60 euros must be paid.
The costs for the entry in the commercial register depend on the respective "business value", measured by the size of the company or the chosen legal form. As a registered merchant, costs between 200 and 300 euros can be expected. For a limited liability company, the sum increases to approximately 600 to 800 euros.
Changes to the commercial register entry
If there are changes in the data deposited with the notary, the way leads you there again. Changes to the entries can only be made via the notary. The changes are then published in the electronic Federal Gazette.
Anyone who has a commercial register entry is obliged to keep the information provided always up to date. If there are changes concerning the company location, the chosen legal form, the authorized representatives or if the company changes its name or becomes insolvent, this must be reported immediately to the competent registry court.
Deletion of the entry in the Commercial Register
If the entry in the commercial register is to be deleted, the company must submit a corresponding application and again involve a notary. This is stipulated in § 2 sentence 3 of the Commercial Code.
Companies must be deleted if:
- The business is discontinued.
- The merchant becomes a freelancer.
- The commercial enterprise is henceforth conducted as a non-commercial business.
The deletion of joint-stock companies, limited liability companies, limited partnerships or limited liability entrepreneurial companies and cooperatives without assets is carried out by the authorities. In addition to deletion from the commercial register, the companies must also be deregistered with the local trade and public order office.
Any interested citizen can obtain information about registered companies from the Commercial Register. For most companies, an entry into the commercial register is mandatory. Non-compliance may result in a fine.
Small traders or freelancers do not need an entry into the commercial register. A voluntary entry is possible and gives entrepreneurs a competitive advantage. Professionalism and legal certainty are the cornerstones of being named in the commercial register.
Registered companies are obliged to keep double-entry bookkeeping and balance sheets. Any changes must be notified immediately. The entry in the commercial register must be certified by a notary public and is subject to a fee.