If you want to find out more about regional companies, take a look at the commercial register . All important information can be found there. This creates transparency and security. For some companies, the entry is compulsory, others can be registered voluntarily.
Definition and explanation: what is a commercial register?
A commercial register is a public directory. Registered merchants from a specific region are listed there. Information about the company headquarters, the purpose of the company, the branches or legal form and capital of the company is stored.
The commercial register has a publication and evidence function. The register is also used for control and protection.
Where can I find the commercial register?
In Germany, the local courts are responsible. The commercial register is stored there and is managed by the local court. In Austria, the regional courts are the right people to talk to. In Switzerland this is the responsibility of the Commercial Register Office and in Great Britain the keeping of the Commercial Register is the responsibility of the Companies House.
Tasks and functions of the commercial register
The public register makes business transactions more transparent and secure. Since the commercial register can be viewed 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 entering into a contract. In return, merchants can ensure their legitimacy vis-à-vis third parties by referring to the entry in the commercial register .
A commercial register fulfills four basic functions:
| Function | Explanation |
| Publication function | All stored information can be viewed without restrictions. This applies to both current information and entries from the past. |
| Proof function | Access to the commercial register is not restricted by data protection. This makes it easier to provide evidence in legal matters. |
| Publicity function | The German commercial register enjoys the protection of legitimate expectations. The correctness of the entries can be relied on, as an examination was carried out beforehand by the registry court. |
| Control function | Checking the information before it is published also serves for state control. |
Structure and content of the commercial register
The commercial register is divided into two sections .
The following is entered in department A :
- Sole traders
- Limited partnerships (KGs)
- Open trading companies (OHGs)
- commercial in-house operations, managed by legal entities
The following are entered in department B :
- Corporations (limited liability companies, limited partnerships based on shares, joint stock companies)
- Mutual insurance associations (VVaG)
The commercial register contains the following information:
| Commercial register department | Information |
| Department A | – Legal form of the company – Company headquarters – Owner, shareholders and their representatives – Amount of the limited partner’s contribution in the case of limited partnerships – Possible exclusion of liability in the event of a business takeover – Appointment or dismissal of the authorized signatory – Opening of insolvency, suspension of insolvency and cancellation of insolvency – Company extinction – Dissolution of the company – Managing directors and members of economic interest groups within the EU with their powers |
| Department B | – Legal form of the company – Company headquarters – Object of the company – Appointment or dismissal of authorized signatories – Opening of insolvency, suspension of insolvency and cancellation of insolvency – Lapse of the company – Dissolution of the company – GmbH – Managing director – Amount of share capital – AG – Management board – Amount of share capital – KG – liable partners – Amount of share capital |
The German Commercial Code (HGB) and the Stock Corporation Act also apply to AG and KG.
An entry in the commercial register is therefore necessary
If you run a business, the question of entry in the commercial register arises . Entry is mandatory for some types of business . The entry can also be worthwhile for small businesses or GbRs. Those who appear in the commercial register can strengthen their economic reputation and increase the likelihood of being perceived by the general public as an entrepreneur.
The following legal forms do not have to be entered in the commercial register:
- Small business owners
- freelancer
- Civil law company GbR
However, registration is compulsory for most companies. Since all relevant company data are recorded in the commercial register , this is an advantage for the process of secure and transparent legal transactions.
Before you sign contracts and enter into business relationships, you can study the commercial register entry of the potential business partner. This reveals the business situation and removes doubts .
Those who register in the commercial register also protect their company name . All companies registered after you must clearly distinguish themselves from your company name.
Entries subject to registration
If you are of the opinion that as a sole proprietor you are exempt from an entry in the commercial register, this does not necessarily have to 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 financial year.
When a small business is required to be entered in 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 entry requirement :
- commercial organization of the company
- no freelance work
- necessary accounting
- Employment of authorized signatories
- annual sales
- Retail = 250,000 euros
- Production and wholesale = 400,000 to 500,000 euros
If you can answer most of the listed points with “yes” , then you are probably a merchant and therefore obliged to be entered in the commercial register . After registration you will receive the following additions:
- registered businessman (e.Kfm)
- registered clerk (e.Kfr)
Consequences of failure to register
Not every founder is obliged to register from the start. In practice, it is not uncommon for assessments by the responsible tax authority and the selected legal form to decide on the obligation to register .
An individual check by the tax office takes the following criteria into account:
- Corporate purpose
- Employment of employees
- Employing more than five employees
- expected annual sales
- Business assets
- Loan amount
- Branches
If, after checking these criteria, there is a subsequent obligation to enter the register , the tax office will inform you about this. If you do not react to it, you are making yourself liable to prosecution. According to Section 15 of the German Commercial Code (HGB) , anyone who opposes this requirement will be fined. The fine can be up to 5,000 euros . Compulsory detention is also legally possible in order to obtain registration.
