When is an entry in the commercial register required?
Every trader is basically a businessman and for this reason he is obliged to be entered in the commercial register, with one exception: for small traders.
Is an entry in the commercial register compulsory?
Business start-ups in particular ask this question before they even start setting up a business. It must be mentioned here that the legal situation cannot be clearly assigned, because the legislature only provides that all companies must be entered in the commercial register that require a commercially managed business. However, no specific sales figures, profits or company sizes are specified by the legislator.
For this reason, there is the rule of thumb that start-ups who become self-employed as sole proprietorships do not have to register their business in the commercial register. This rule also applies to the GbR. All other companies like
- OHG
- KG
- GmbH
- AG
must be automatically entered in the commercial register. In addition, these companies only come into being when they are registered. However, sole proprietorships and the GbR, which is also known as the BGB-Gesellschaft, have the option of registering themselves in the commercial register voluntarily. It is important to carefully weigh the advantages and disadvantages.
The advantages
According to foodanddrinkjournal.com, those who register themselves or their company (voluntarily) in the commercial register can benefit from a number of advantages. Today anyone can register as an entrepreneur, but such a registration does not reveal how big the company is. In addition, banks and other companies give a company registered in the commercial register a certain trust bonus. To cut a long story short: an entry in the commercial register appears serious, as the company submits to the obligations of the Commercial Code (HGB).
There is another advantage to all of this and that is the naming. Registered companies may use an imaginary name, while for unregistered companies, the full name of the owner must always be given. A fantasy name may not be used here!
The disadvantages
But as the saying goes, where there are advantages, there are usually also disadvantages and so it is with the entry in the commercial register. In the first place is the accounting obligation, since the entry indicates the company as a commercially managed company. An income-surplus-account is no longer sufficient here; double bookkeeping has to be carried out. This means that a balance sheet and an inventory must be drawn up for each financial year , whereby a retention period of 10 years is specified for the balance sheets.
Furthermore, an entry is also associated with costs, as is the modification of data. If the entry is to be changed or adapted, this must be done by a notary as well as the entry itself. In addition, the entrepreneur is obliged to adhere to the HGB and in this the rules are much stricter than if the company is not in the Commercial register is registered.
Entry in the commercial register, what is entered?
There are two departments in the commercial register:
- Department A (HRA)
Here the e. K. (sole trader), the OHG (open trading company), the KG (limited partnership) and the EWIV (European economic interest group).
- Department B (HRB)
The AG (stock corporation), the limited partnership on action, the GmbH (limited liability company) and the mutual insurance association are entered here.
Each department also differs from the data that is entered:
- Department A
Above all, the registered office and the legal form can be found in the entry, but also the owner or partners and, in the case of a KG, the amount of the limited partner’s contribution. Furthermore, the appointment and cancellation of authorized signatories, a possible exclusion of liability in the event of a business takeover, the discontinuation or cancellation of insolvency proceedings as well as the opening of the company or the dissolution of a company or the deletion of a company.
- Department B
Here, too, the entry first provides information about the seat, the legal form and the object of the company. In addition, the amount of the share capital as well as the members of the board of an AG are registered. In the case of the GmbH, the amount of the share capital and the managing director are entered. In addition, the appointment and cancellation of authorized signatories, the suspension or annulment of insolvency proceedings and the deletion or dissolution of a company are entered in the HRB.
Does the IHK play a role in the entry in the commercial register?
The Chamber of Commerce and Industry has the mandate of the legislature to support the court of registry in preventing incorrect entries. The Chamber of Industry and Commerce regularly issues an expert opinion on corporate law issues at the request of the registry court. Therefore, before entering the commercial register , it makes sense to discuss the desired company name and also the object of the company with the responsible Chamber of Industry and Commerce, as this can avoid complaints from the registry court.
