Register/authorities

Overview:

Commercial register:
Transparency Register:
Register of associations:
Federal Gazette:
Competent authorities:

Commercial register:

The German commercial register is a public directory that contains all the essential legal and economic information about companies in Germany. It is maintained by the registry courts, which are usually part of the district court (local court). The aim of the commercial register is to create transparency regarding the legal and economic situation of companies, thereby increasing security and trust in business transactions.

Structure of the commercial register

The commercial register is divided into two sections:

  1. Section A (HRA): Sole traders, partnerships (such as general partnerships (OHG) and limited partnerships (KG)) and certain other companies are registered here.
  2. Section B (HRB): In this section, you will find limited liability companies (GmbH) and joint-stock companies (AG).

Information from the commercial register

Depending on the type of company, various information is entered in the commercial register, including:

  • Company name and registered office
  • Object of the company (business purpose)
  • Name and address of the shareholders or owners
  • Information on legal representatives, such as managing directors or board members
  • Amount of share capital in the case of capital companies
  • Changes in the company structure, such as capital increases, mergers or cancellations

obligation to register

In Germany, certain companies are obliged to register in the commercial register. These include, in particular, merchants, general partnerships, limited partnerships, limited liability companies and joint-stock companies. The entry is usually made by a notary and is released after it has been checked by the responsible registry court.

Publication and inspection

The commercial register is publicly accessible and the information can be accessed electronically via the commercial register portal (www.handelsregister.de) This enables interested parties and business partners to check the legal status of a company.

Significance of the commercial register

The commercial register plays an important role in the German economy. It ensures legal certainty, protects creditors and enables greater market transparency.

Transparency Register:

The Transparency Register is a public register in Germany that is used to disclose the beneficial owners of companies and other legal entities. It was introduced in 2017 as part of the implementation of the EU Money Laundering Directive to combat money laundering and terrorist financing.

Purpose of the transparency register

The register is designed to help identify the beneficial owners – the people behind companies, foundations or other associations who have significant influence over them. This helps prevent the use of companies to conceal financial circumstances.

What is recorded in the transparency register?

  • Name, date of birth, place of residence of the beneficial owner
  • Nature and extent of the economic interest (e.g. participation in a company)
  • The legal person or company to whom the information applies

Who has to register in the transparency register?

In principle, all legal entities under private law and registered partnerships must report their beneficial owners in the transparency register. These include, in particular:

  • GmbHs
  • stock corporations (AGs)
  • cooperatives
  • foundations
  • partnership companies
  • Associations (with economic activity)

On August 1, 2021, the transparency register became a full register, which means that all companies subject to reporting requirements must now actively register – even if the information is already available in other registers (e.g. commercial register).

Here you will find instructions for registering in the transparency register.
Here you will find a fact sheet on the beneficial owner's obligation to report to the transparency register.

Who has access to the transparency register?

  • Authorities (e.g. tax authorities, law enforcement authorities)
  • Obligated under the Money Laundering Act (e.g. banks, notaries, lawyers)
  • Any person with a legitimate interest (e.g. investigative journalists or NGOs)

Consequences of non-registration

Companies that fail to comply with their reporting obligations face fines. The amount of the fines can vary depending on the size of the company and the severity of the violation.

Register of associations:

The German register of associations is a public register in which associations with legal capacity are entered. It is maintained by the competent local courts (local courts) and serves to officially document the legal status of an association. By being entered in the register of associations, an association acquires legal capacity, i.e. the possibility of having rights and duties as a legal entity. A registered association has the suffix „e.V.“ (registered association) in its name.

Purpose and significance of the register of associations

The register of associations serves to ensure transparency and legal clarity. It enables the legal circumstances of an association to be verified and protects both the association itself and its members and business partners. Once an association has been registered, it becomes legally tangible and liable, which is particularly important in business and legal transactions. This means that contracts can be concluded and liabilities assumed in the name of the association without the members being personally liable.

Contents of the register of associations

Various important details about an organisation are recorded in the register of associations, including:

  • Name and registered office of the association
  • Purpose of the association (articles of association)
  • Board of the association (authorised representatives)
  • Date of incorporation
  • Amendments to the board of directors or articles of incorporation
  • Dissolution of the association, should this occur

Registration requirement and procedure

It is mandatory for associations with legal capacity to be entered in the register of associations if they pursue a charitable, non-profit-making purpose. As a rule, entry in the register is effected by submitting the articles of association and the foundation deed of the association to the competent district court. Any changes, for example to the board of directors or the articles of association, must also be reported to the register of associations.

Inspection and publication

The register of associations is public and can be viewed via the commercial register portal (www.handelsregister.de, where the register of associations is accessible as part of the complete register. Interested citizens, authorities or business partners can also inspect it online to obtain information about the structure and representation of an association.

Significance for the association's day-to-day work

For many associations in Germany, entry in the register of associations is essential to obtain official recognition, especially if they wish to apply for funding or issue donation receipts. In addition, registration provides legal clarity for members, protects them from personal liability and makes it easier for the association to conduct legal transactions with other institutions or contractual partners.

Federal Gazette:

The Bundesanzeiger (Federal Gazette) is a central publication organ of the Federal Republic of Germany. It is published by the Federal Ministry of Justice and contains important announcements that have a legal or economic significance for companies, citizens or the state. The Bundesanzeiger fulfils a central role in ensuring transparency in administrative and economic matters and is available in both printed and digital form via the portal bundesanzeiger.de .

Tasks and functions of the Federal Gazette

The Federal Gazette serves as the official platform for announcements and publications that are required by law. These include, among other things:

  • Publication of annual financial statements and financial reports: Corporations, such as the GmbH or AG, are legally obliged to publish their annual financial statements and financial reports in the Federal Gazette. These publications ensure transparency and give investors, creditors and other interested parties an insight into the financial position of a company.
  • Insolvency notices: Notices regarding insolvency proceedings, including announcements regarding the opening or dismissal of insolvency proceedings, are also published in the Federal Gazette. This provides creditors with the opportunity to find out about the status of insolvency proceedings.
  • Legal notices: The Federal Gazette publishes ordinances, laws and statutory instruments, in particular those that have to be announced by federal authorities. Tenders and official announcements from authorities also appear here.
  • Capital market information: Companies that are active on the capital market publish information on annual general meetings, capital measures and ad hoc announcements that could be relevant to the share price in the Federal Gazette.

Types of publication in the Federal Gazette

The Federal Gazette offers various categories and types of publications, including:

  1. Business register: This is where companies' annual financial statements and financial reports are published.
  2. Statutory information: This includes announcements of laws, ordinances and other legal notices.
  3. Kapitalmarktmitteilungen: Hier werden kursrelevante Informationen für den Kapitalmarkt veröffentlicht.
  4. Insolvency notices: Informationen zu Insolvenzverfahren und -verfahrenseröffnungen.

Electronic Federal Gazette

The electronic version of the Federal Gazette has been around since 2002, and since 2012 the digital publication has been the only binding version. All content can be viewed free of charge via the online portal, while companies have the option of submitting the legally required publications online.

Significance for the public and the economy

The Federal Gazette is highly relevant for the German economy and administration, as it provides key information and promotes transparency in business transactions. Companies and private individuals can use the Bundesanzeiger to find out about the financial situation of firms, understand current legal regulations or obtain official information about insolvencies. In addition, the Bundesanzeiger creates a legal framework for the proper conduct of corporate activities and offers a high degree of protection of trust in commercial transactions.

Competent authorities:

Responsible tax office:

real estate transfer tax: The tax office in whose district the transferred property is located is responsible for land transfer tax. The tax office in Hilden is responsible for Monheim am Rhein and Langenfeld.

gift tax: For gift tax, the tax office in whose district the donor/transferor is resident is responsible. If the donor/transferor lives abroad, the tax office where the donee/purchaser lives is responsible. If the donor/transferor and the donee/purchaser both live abroad, the tax office responsible is the one where the company or property being transferred is based. The Velbert tax office is responsible for Monheim am Rhein and Langenfeld.

inheritance tax: For inheritance tax, the tax office in whose district the heir is resident is responsible. For Monheim am Rhein and Langenfeld, the Velbert tax office is responsible.

body shaft tax: For corporation tax, the tax office in whose district the company's management has its registered office is responsible. The Hilden tax office is responsible for Monheim am Rhein and Langenfeld.

You can search for the relevant tax office here.

Competent district court:

land registry: The district court in whose district the property or real estate is located is responsible. The responsible district court is also stated on the land registry extract. The district court of Langenfeld is responsible for Monheim am Rhein and Langenfeld.

commercial register: The district court in whose district the company has its registered office is responsible. The district court of Düsseldorf is responsible for Monheim am Rhein and Langenfeld.

register of associations: The district court in whose district the association has its registered office is responsible. The district court of Düsseldorf is responsible for Monheim am Rhein and Langenfeld.

Probate court (rejections of inheritance): In the case of disinheritance, the district court where the testator had his last habitual residence is responsible. You can also send the disinheritance to the district court where the disinheriting party has his habitual residence if you cannot determine where the testator's last habitual residence was. The district court of Langenfeld is responsible for Monheim am Rhein and Langenfeld.

Probate court (applications for certificates of inheritance): In matters concerning applications for a certificate of inheritance, the district court where the deceased had their last habitual residence is responsible. For Monheim am Rhein and Langenfeld, the district court of Langenfeld is responsible.

Family court (adoptions): For adoptions, the district court where the adopter has their usual place of residence is responsible. For Monheim am Rhein and Langenfeld, the district court of Langenfeld is responsible.

You can search for the court of competent jurisdiction here.

Other authorities:

You can search for the relevant trade office here.

You can search for the relevant land registry office here.