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What is the commercial register for?

The commercial register is a publicly accessible list of all merchants of a registration court.

The commercial register exists primarily to inform the public and to protect creditors. The information provided to the register must be complete and up to date in order to fulfill its function as evidence and control.

The commercial register also offers name protection for the registered companies. Company names that sound too similar are rejected in order to prevent confusion and increase legal certainty.

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Entry in the commercial register when founding a UG

In order for your company to be legally effective, it must be entered in the commercial register. A commercial register application involves the following steps:

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Notarisation of all necessary documents: certificate of incorporation, legitimation of the management, list of shareholders, articles of association or standard record, proof of payment of the share capital

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Data is converted into an XML file and the notary transmits it to the commercial register. The entry of the UG in the commercial register by the local court.

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You will receive an invoice from the Landesjustizkasse for 150 euros by post to your business address. The entry will be published once payment has been received.

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The commercial register number and the register court must be included in the imprint of the website, in the footer of business mail and in the signature of business e-mails.

What data is published in the commercial register?

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
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The commercial register entry: updating and deletion

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 excerpt and information

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)
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What happens if an entry in the commercial register is delayed or omitted?

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.

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FAQ

What does UG (haftungsbeschränkt) mean?

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The legal form UG (haftungsbeschränkt) means that the founders are not liable with their private assets if the company gets into financial difficulties. The legal form must be indicated on all business documents, for example in e-mails, letters and invoices as well as in the website imprint. This is required so that other companies and customers can see at a glance that the company's liability is limited. The UG (haftungsbeschränkt) is less highly regarded by banks and investors and in business transactions than other corporations.

What is the difference between a GmbH and a UG (haftungsbeschränkt)?

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The biggest difference between a UG (haftungsbeschränkt) and a GmbH is the amount of share capital required to set up the company. A GmbH requires 25,000 euros in share capital, half of which must be paid in when the company is founded. In the case of the UG (haftungsbeschränkt), on the other hand, EUR 1 is sufficient as share capital, provided the capital requirement does not necessitate a higher sum. In the case of a UG (haftungsbeschränkt), reserves must be formed from profits which may not be distributed to the shareholders. In addition, the UG (haftungsbeschränkt) can also consider increasing its capital and changing its name to a GmbH. Otherwise, the UG (haftungsbeschränkt) has the same rights and obligations as a GmbH in terms of shareholder, accounting and liability requirements. The UG (haftungsbeschränkt) must also pay corporation tax and trade tax in the same way as the GmbH.

What do you need to set up a UG (haftungsbeschränkt)?

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It doesn't take much to set up a UG (haftungsbeschränkt). In addition to a company name and a business address, a business account is required to pay in the share capital. First, a shareholders' agreement is drawn up and notarised by a notary. Then you have to open the business account and pay in the share capital. The notary registers the UG (haftungsbeschränkt) in the commercial register once the share capital (at least EUR 1) has been paid in. The UG (haftungsbeschränkt) is then registered with the trade office and tax office before it can start its business activities.