With the exception of the small concern and the GbR (company constituted under Civil Law) all legal forms, whether companies or partnerships, must be registered in the Commercial Register. This registration is conducted by the district court and provides legal certainty, since all legal and actual measures must be proven.
The Commercial Register contains all the information that someone wishing to do business with the company may desire to see, including for example:
- the name of the firm,
- the name(s) of the owner(s) or name(s) of the liable partner(s) of an unincorporated firm,
- the liability of the limited partner(s),
- the nominal capital of a GmbH (company with limited liability),
- who in the firm has been granted power of attorney,
- whether the firm is in liquidation,
- and whether the firm is in bankruptcy.
The Commercial Register is public and offers all interested parties the possibility of seeing the documents free or charge. copies are obtainable for a nominal fee. The Commercial Register, like the Land Registry Office, is a holder of the public trust and can be relied on for its correct content.
The Commercial Register has two sections:
- Section A is for registered merchants and partnerships (OHG and KG)
- Section B for companies which issue stock or shares (AG and GmbH for instance)
The Civil Law Notary will ensure all legal relations of the company are declared, checked by the registry office. He will further ensure they are entered in the Commercial Register and declared in the daily press. The registration must be undertaken by the members of the representative body (board members) of the company.
It is necessary to proclaim the registration of the company in a public register by means of the daily press as well as in the Electronic Federal Legal Gazette (Bundesanzeiger).
Since the 1st of January, 2007, the following information can be submitted electronically:
- Publications and proclamations in the Electronic Federal Legal Gazette,
- Entries in the electronic Commercial Register, Cooperatives Register and in the Partnership Register,
- Any necessary proclamoations to the above registers
- as well as enterprise-relevant proclamations