History of the national register
When was it founded? When was it digitised?
The Commercial Register in its current form was established in 1861 and has been fully digitised since 1 January 2007. The Register Portal provides centralised access to locally run commercial, cooperative, partnership and association registers and register notices.
On 1 January 2007, the Company Register was created as a single digital information portal through which, alongside the entries in the above-mentioned registers, additional company information such as accounting records and financial reports, company law notices and notices of insolvency courts, and capital market information can be accessed.
What is the current applicable legislation?
The provisions on the Commercial and Company Register are set out in Sections 8-16 of the Commercial Code (Handelsgesetzbuch, HGB) and in the Commercial Register Regulation (Handelsregisterverordnung, HRV) and the Company Register Regulation (Unternehmensregisterverordnung, URV) and are supplemented by Sections 1 ff. and 376 ff. of the Act on Procedure in Family Matters and Non-Contentious Matters (Gesetz über das Verfahren in Familiensachen und in den Angelegenheiten der freiwilligen Gerichtsbarkeit, FamFG). In addition, a large number of individual laws, in particular the HGB, the Public Limited Companies Act (Aktiengesetz, AktG) and the Conversion Act (Umwandlungsgesetz, UmwG), regulate the information that may and must be entered in the Commercial Register.
What information is entered in the Company Register?
Who has the right to access the Register?
Anyone can consult the Commercial and Company Register without having to prove any particular interest.
What information is entered in the Register?
What categories of data are stored (which companies are recorded in the public register, insolvency information, financial statements)?
Depending on their legal form, companies are recorded in different registers. The Commercial Register includes, in particular, sole traders, commercial partnerships (general partnerships (Offene Handelsgesellschaften, OHG), limited partnerships (Kommanditgesellschaften, KG)) and capital companies (limited liability companies (Gesellschaften mit beschränkter Haftung, GmbH), joint-stock companies (Aktiengesellschaften, AG), limited joint-stock partnerships (Kommanditgesellschaften auf Aktien, KGaA) and European companies (Europäische Gesellschaften, SE)). Cooperatives (Genossenschaften, eG) and European Cooperatives (Europäische Genossenschaften, SCE) are recorded in the Cooperative Societies Register (Genossenschaftsregister) and Registered Partnerships (Partnerschaftsgesellschaften, PartG) in the Partnerships Register (Partnerschaftsregister). The provisions relating to the Commercial Register apply mutatis mutandis to these registers.
Important facts and legal relationships of companies are recorded in the registers. These relate in particular to the existence of a company, i.e. its creation and termination (e.g. by dissolution, liquidation, or liquidation and cancellation), its representation, i.e. the persons entitled to represent it such as managing directors (GmbH), members of the board of directors (AG) and procurators, including their appointment and termination, the extent of the power of representation (e.g. representation alone or only jointly with another authorised representative), the company’s liability (in particular the amount and changes to the amount of the liability, unless liability is unlimited) and changes of partners in the GmbH. The information which must be entered varies according to the legal form of the company.
However, accounting documents such as annual accounts and other company notices are not registered in the Commercial Register, but published in the Federal Gazette. These documents, as well as capital market information and other information, in particular insolvency notices, can also be accessed in the Company Register. From 1 August 2022, accounting documents will no longer be published in the Federal Gazette, but rather in the Company Register.
Which documents are filed/stored (files, companies’ accounts, articles of association, minutes of meetings)?
The Commercial Register records the documents on which the entries are based, such as registration applications, partnership and conversion contracts and articles of association for capital companies, minutes of general meetings of AGs and lists of shareholders in limited liability companies.
How can I perform a search (and what are the available search criteria)?
A search can be carried out on the website of the Commercial Register portal under the heading ‘Normal Search’ using the name of the company or keywords, as well as the place of establishment or the registered office of the company. The search can be further refined using information such as the type of register, the registration number and the court of registration. In the ‘Advanced search’ field you can also search by address.
A quick search using the company name can also be carried out on the website of the Company Register, with the option of restricting the search to register information or publications. In addition, an advanced search of comparable criteria can be carried out using the Commercial Register portal.
The commercial, cooperative and partnership register may also be consulted in person at the office of the relevant court of registration.
How can I obtain an extract from the register, certified copy or transcript of documents?
An extract from the register can be accessed in electronic form on the register portal on payment of a fee of EUR 4.50. Documents stored in the Commercial Register, such as articles of association, company contracts, etc., can also be accessed electronically on the register portal. A fee of EUR 1.50 is payable for each document accessed. These fees will, however, cease to apply on 1 August 2022.
A simple or certified copy of an extract from the register may also be requested, on payment of a fee, from the competent court of registration, which may send it to the applicant in paper or electronic form, bearing a qualified electronic signature if a certified copy is required.
Extracts from registers and documents stored in the Commercial Register are also available on the website of the Company Register, with the same fees as for direct access to the register portal. Access to accounting documents in the Company Register is free of charge, while a fee of EUR 1.00 per balance sheet is payable for accessing the balance sheets of microenterprises.
How can I apply for registration (submission of applications to the register; certification of documents; type of documents which need to be attached)?
Registration applications must be submitted electronically in an officially certified form. Applications are certified by a notary as a simple electronic certificate. As of 1 August 2022, notaries may also certify qualified electronic signatures online by means of video communication in the case of Commercial Register entries of limited liability companies and sole traders.
Documents are also submitted in electronic form, as scanned documents. Notarially authenticated or certified documents shall be accompanied by a simple electronic certificate drawn up by a notary.
How are submitted applications reviewed?
The notary certifying the registration application checks that it is registrable before it is filed. Following the submission of the application, the court of registration also checks, on the basis of the ‘two pairs of eyes’ principle, whether the fact submitted is registrable and whether the formal conditions for registration are met, in particular the submission of an application to that effect, the eligibility of the applicant, the provision of documents necessary for filing the application, and the jurisdiction of the court seised. However, the factual accuracy of the facts submitted, e.g. whether the entry or departure of a shareholder has effectively taken place, is in general not checked.
Legal effect of registration
Effect of registration on third parties according to Article 17 of Directive (EU) 2017/1132
A company may, in relation to third parties, appeal only to facts entered and published in the Commercial Register (Section 15(2) HGB).
If a fact that should have been entered in the Commercial Register has not been entered and published, third parties are protected in their expectation that the fact in question does not exist (Section 15(1) HGB).
Discrepancies between the register entry and its published form
If the entry in the Commercial Register differs from the content of its published form, the latter is authoritative. Third parties may invoke inaccuracy of publication unless they were aware of the inaccuracy (Section 15(3) HGB). However, this applies only if the enterprise concerned also initiated, i.e. applied for, the registration.
In transposition of the Digitalisation Directive, from 1 August 2022, register entries will be disclosed on the Commercial Register Portal as soon as they become accessible. No further (separate) publication will take place as of that date. It will then no longer be possible for there to be any discrepancies between a register entry and its published form. From that point in time, therefore, the only decisive factor for the good faith provision of Section 15(3) HGB will be whether the entry in the register is inaccurate.
Who is responsible for the accuracy of entries?
Since, as a general rule, courts of registration do not verify the substantive accuracy of the entries, the undertakings subject to registration bear the responsibility for the accuracy of the facts entered.
Data protection procedures
Procedures related to the rights of the data subject regarding publishing and storing their personal data
Access via the Trade Register Portal is logged with details of the court of registration, the register page and the person or body accessing it. Logged data may be used only for the purpose of ensuring proper data processing and the settlement of costs and must be protected against improper use or other kinds of misuse by appropriate means. Logged data are destroyed no later than 5 years after payment of the costs.
Access via the Company Register may be documented solely for the purpose of settlement and in order to prevent improper access. Logged data must be deleted after no more than 6 months unless they need to be stored for longer for accounting purposes.
The provisions on data protection, in particular the General Data Protection Regulation, also apply to the publication and storage of personal data.
Commercial Register portal
Hagen Local Court
-Registration portal service point-
Heinitzstr. 42, 58097 Hagen
Telephone +49 2331985112
Fax +49 21187565114100
Bundesanzeiger Verlag GmbH
Amsterdamer Straße 192, 50735 Köln
Telephone: +49 221976680
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