The entry of the UG in the commercial register, but what do you need to know as an entrepreneur?

A UG (entrepreneurial company) is obliged to be entered in the commercial register. This entry is an essential step in order to establish the UG with legal effect and to obtain the status of a legal entity. Without registration, the UG cannot engage in legal transactions.

The entry of the UG in the commercial register is carried out by a notary and is only possible after the share capital has been paid in. After successful registration, the UG is given the legal form suffix “haftungsbeschränkt” or “UG (haftungsbeschränkt)” to make it clear that the company's liability is limited to the company's assets.

The registration of the UG (Unternehmergesellschaft) in the commercial register is a crucial step to legally secure your business and make it operational. The key steps are as follows:

1. Opening a business account:
Before the registration in the commercial register can take place, the share capital must be deposited into a business account. Proof of this deposit (e.g., a bank statement) is part of the documents forwarded by the notary to the commercial register. Tip: With our partner Qonto, you can open your business account conveniently and quickly online.

2. Review by the commercial register:
The responsible district court reviews the submitted documents for completeness and accuracy. If there are discrepancies, the notary is informed, and corrections must be made.

3. Publication of the registration:
After the review, the UG is entered into the commercial register. This entry is publicly announced in the electronic commercial register, a formal act ensuring that the UG can officially operate in legal transactions.

4. Notification to other authorities:
Once registered, the relevant authorities, such as the tax office, the trade office, and possibly the Chamber of Commerce and Industry (IHK), are automatically informed. You will then receive tax notifications and registration documents for trade tax and corporate tax.

5. Additional costs:
In addition to notary fees and the registration fee itself (approximately €150), further costs may arise for the publication in the Federal Gazette and, where applicable, additional notifications to authorities.

6. Mandatory information after registration:
After registration, the commercial register number, the registering court, and the name of the UG (including the designation "haftungsbeschränkt") must be included on all business documents and correspondence (invoices, emails, terms and conditions).

The legal requirements for the commercial register can be found in the Commercial Register Ordinance (HRV). It is customary for the following data to be filed in the commercial register for an Unternehmergesellschaft (haftungsbeschränkt):

• The company name
• The domestic address of the company’s registered office
• Amount of share capital
• Powers of representation (management and power of attorney)
• Names and dates of birth of the managing directors
• Names and dates of birth of the authorised signatories
• Legal form
• Date of first entry, number of entries
• other legal relationships, such as Insolvency proceedings or a change of name

In the context of the UG entry in the commercial register, events may occur that result in an application having to be updated or deleted.

Updating is necessary for facts that must be entered. These are standardised in the GmbH Act (§§ 7-67 GmbHG). There is an obligation to notify in the case of:

• Registration or deletion of a power of attorney
• Amendments to the Articles of Association
• Change of shareholders
• Change of managing director
• Changes to the business address
• Increase or reduction of the share capital
• Registration of liquidators
• Discontinuation and termination of insolvency proceedings
• Dissolution of the UG

Deletion, on the other hand, can be initiated either ex officio, classically after the conclusion of insolvency proceedings, or by way of a formal dissolution of the company.

The commercial register has been fully digitally accessible since 2007. In principle, anyone can view the commercial register entries in the course of registration in the register portal for a small fee. The local courts offer free on-site inspection.

The commercial register extracts are available in various formats:

• Current printout (AD): contains current information
• Chronological printout (CD): contains current and specially marked, completed entries
• Historical printout (HD): contains scans of old register sheets that were valid until the introduction of the electronic version of the commercial register
• Structured register content (SI)

In Germany, there is a so-called register obligation. If the registration obligation is disregarded, fines of up to EUR 5,000 may be imposed in accordance with Section 14 of the German Commercial Code. Missed or incorrect entries can also be warned.