When does an entry in the commercial register have to be made?
In Germany, the commercial register is very important because it is a public directory that contains information about merchants and companies that are entered at the registry court. Up to 2007, in addition to computers, books and files were in use, but since 2007 the commercial register has been kept exclusively electronically. Entry in the commercial register is necessary for a large number of company forms, because this is the only way to establish a company. But important events also require an entry, such as the entry of a new partner or when a power of attorney is granted. Every founder should at the latest after he has decided on a corporate form about the associated registration obligations.
Who is obliged to be entered in the commercial register?
According to gradchem.com, freelancers and small businesses are not required to be registered in the commercial register, but they can do this voluntarily. The moment the company is entered in the commercial register, the entrepreneur automatically becomes a merchant with all rights and obligations. An entry in the commercial register, for example, automatically turns a GbR into an OHG.
For the following legal forms, there is an obligation to be entered in the commercial register at the time of formation:
- Commercial businessman or sole trader
- OHG, GmbH and AG
In order to assess whether a company is a commercially submitted business enterprise and therefore has to be entered in the commercial register, the annual turnover, the capital, the number of business transactions or the number of employees are used, for example. As a rule, the threshold value is a turnover of several 100,000 € per year.
The commercial register number must be given.
If the company is entered in the commercial register, a commercial register number is assigned. This number makes it easier for business partners, for example, to gain access to the entry at the competent registry court in order to obtain information about the company.
If a company website is operated, the commercial register number must be used as an indication of the entry in the imprint. But this number must also appear on the official company letterheads, invoices, delivery notes, etc.
Does the entry create obligations?
Every businessman is subject to accounting requirements . The books provide information about the commercial transactions and the financial situation. In addition, a balance sheet must be drawn up and an inventory carried out at the beginning and end of each financial year.
The merchant must keep inventories, balance sheets and trading books for 10 years and a period of six years applies to commercial letters and copies of documents sent. In addition, the merchant is obliged to comply with the provisions of the German Commercial Code (HGB). There are no formal requirements for the merchant that are in favor of non-merchants. Depending on the type of business, certain information must be given on the business letters. In any case, this includes:
- The exact company name
- The corresponding legal form set.
- The location of the branch / company headquarters
- Register court and commercial register number
What should be considered before entering the commercial register?
The first is that the budding entrepreneur thinks about which company name to choose. The company name should be checked by the Chamber of Industry and Commerce so that competition law disputes are excluded right from the start. In this way it can be found out whether another company is already operating under the selected company name. If it is a handicraft business, the entrepreneur should contact the Chamber of Crafts before registering in the commercial register in order to obtain a business license and an opinion. If this is not available, there may be delays in the entry.
If, however, all documents are complete and without any complaints and the resulting advance payment is paid directly to the court, the entry in the commercial register is usually made within three to five days.
The details of the entry in the commercial register
The entry into the commercial register is required by law and if an entry is not made, this can result in the entrepreneur being obliged to pay a fine. The following events in particular are subject to registration:
- Company deletion
- Amendment of the statutes
- Share capital increase
- Relocation of an AG
- Personnel changes within the board of an AG
But an entry in the commercial register can also be registrable, although this is not an obligation. But this is important to many companies because they value an official note. However, there are not many facts that need to be registered – otherwise the commercial register would be overflowing with content that is simply not necessary. For example, it is possible that an agricultural operation can be entered in the commercial register. This gives the farmer the advantage that he is considered a businessman and can therefore act in accordance with the HGB.