Advantages and disadvantages of voluntary entry in the commercial register
As a small business owner or freelancer, you do not necessarily have to be entered in the commercial register. Choosing it voluntarily has advantages and disadvantages. From a legal point of view, the civil code no longer applies , but a registered merchant is subject to the commercial code (HGB).
This entails some bureaucratic issues. The bookkeeping becomes more complex and the accounting obligation is given. In return, registration can be worthwhile in order to gain reputation with business partners and to be generally regarded as a merchant.
Before making a voluntary entry, it is important to weigh up the advantages and disadvantages .
| Advantages of entry in the commercial register | Disadvantages of the entry in the commercial register |
| Reputation among business partners increases | Disclosure of Sensitive Information |
| Protection of the company name | double-entry bookkeeping |
| Ordering authorized signatories | Accounting |
| Opening of branches and branches | costs incurred |
Commercial register number criteria
Every company registered in the commercial register is assigned a commercial register number. As we have already explained, not every business automatically needs a commercial register number. This is only necessary when there is a guided tour according to commercial rules.
In the commercial code as well as in the tax code, two decisive criteria are named that make a commercial register number necessary.
- Criterion 1 – an annual turnover of 600,000 euros and more
- Criterion 2 – an annual surplus of 60,000 euros and above
You can read this under § 241a HGB and § 141 Abs. 1 AO . Further specific conditions are not mentioned in the legal texts.
In this context, the Berlin Chamber of Industry and Commerce makes it clear that an “overall view” of the company is necessary in order to decide whether a commercial register number has to be assigned.
As a result, a number of factors are taken into account:
- Business activities
- Business relationships
- Debt financing
- Warehousing
- Scope of advertising
- Number of employees
- Company size
- Business assets
- Credit volume
If you need a commercial register number , you have to run your company commercially. This has to be proven on the basis of the factors mentioned.
How do I get an extract from the commercial register?
There are various ways of obtaining an extract from the commercial register . The classic way leads to the competent registry court. There you can take a look. It doesn’t cost you anything . However, if you would like to receive a printout, fees will apply.
Ten euros have to be paid for an unauthorized extract from the commercial register . A certified extract from the commercial register costs twice as much . The fees are payable in advance.
A simple and unbureaucratic way is via the Internet. Depending on the type of order, it only takes a few minutes for the desired extract from the commercial register to be sent by email.
A distinction is made between two forms of extracts from the commercial register :
| Chronological extract from the commercial register | Historical extract from the commercial register |
| This document is structured in tabular form. It provides a comprehensive overview of the company. All data are clearly laid out and listed in chronological order. |
This extract contains all the information about the desired company, starting with its establishment. Original documents on paper were scanned and are now in digital form. |
Costs of an entry in the commercial register
The entry in the commercial register requires notarial certification . Finished registration texts are available online and only need to be provided with your own signature. The certification by the notary costs around 25 euros.
If the notary drafts the letter himself, which is actually the general rule, you have to pay around 60 euros.
The costs for the entry in the commercial register are based on the respective “business value”, measured by the size of the company or the chosen legal form. As a registered merchant, costs between 200 and 300 euros can be expected. For a GmbH, the sum increases to around 600 to 800 euros .
Calculation example
A GmbH has a share capital of 25,000 euros. The registration court fees are EUR 145. The notary demands 55 euros for registration. For the notarization of the partnership agreement and the appointment of a managing director, 320 euros are to be paid to the notary. The creation of the list of shareholders costs 90 euros. 19 percent VAT is due on these costs. The bill is 726 euros.
Changes to the commercial register entry
If there are changes in the information stored with the notary , the path will lead you there again. Changes to the entries can only be made via the notary. The changes will then be published in the electronic Federal Gazette.
Anyone who has an entry in the commercial register is obliged to keep the information provided up to date. If there are any changes to the company’s location, the chosen legal form, the authorized representative, or if there is a change of name or bankruptcy is the house, this must be reported to the competent registry court immediately.
Deletion of the entry in the commercial register
If the entry in the commercial register is to be deleted , the company must submit a corresponding application and call in a notary again. This is laid down in Section 2 Clause 3 of the Commercial Code.
Companies must be deleted if:
- The business is abandoned.
- The businessman becomes a freelancer.
- The trade from now on is run as a non-commercial business enterprise.
The deletion of stock corporations, limited liability companies, limited partnerships or limited liability entrepreneurial companies and cooperatives without assets is carried out by official channels . In addition to being deleted from the commercial register, the companies must also be de-registered with the local trade and regulatory office.
Conclusion
Any interested citizen can find out more about the companies registered in the commercial register. Entry in the commercial register is mandatory for most companies. Failure to comply could result in a fine.
Small businesses or freelancers do not need an entry in the commercial register. A voluntary entry is possible and gives entrepreneurs a competitive advantage. Professionalism and legal security are the cornerstones of being named in the commercial register.
Registered companies are obliged to double-entry bookkeeping and accounting. Changes are to be reported immediately. The entry in the commercial register must be certified by the notary and is subject to a fee.
