The commercial register is the public register of all commercial companies. Each district court maintains such a register in which the commercial enterprises which have their registered office in the district of the district court administering the register are registered. This includes both registered merchants (individual companies) and any form of commercial company (e.g. OHG, KG, GmbH). In doing so, the entrepreneurs store certain data about the company at the time of founding and when registerable legal changes occur. So you will find there both the name of the company, i.e. his company, as well as information on the foundation, the entrepreneurs involved and the initial balance sheet. In this way, for example, you also get insight into the social contract of any GmbH. This information serves the purpose that potential business partners receive information about the situation of a company. But also when making claims against personally liable partners, a look at the commercial register is helpful. It also allows the company to be protected from imitation.

Retrieve and analyze the social contract of each GmbH

1. What is the Trade Register?

The commercial register is a public register maintained by the registry courts. It contains data on all commercial enterprises which have their registered office in the district of the registry court and thus operate there. A distinction is made between two departments. For example, the Commercial Register Division A is responsible for partnerships (registered merchants, open commercial companies, limited partnerships). On the other hand, the commercial register department B at Aktiengesellschaften (GmbH, UG (haftungsbeschränkt), AG) is responsible.

Other registers, such as the partnership register and the cooperative register, must be distinguished from the commercial register.

The company register must also be distinguished from the commercial register. Although the company register publishes online as a central electronic source of information about all information contained in a commercial register, it may also contain further information obtained, for example, from the Federal Gazette. In this way, the business register offers a more comprehensive data set than the commercial register. However, only the data published by the commercial register enjoy legal protection of trust.

What is the purpose of the commercial register?

The commercial register serves many purposes. In general, it serves protection. Different protective effects can be distinguished. On the one hand, it serves to protect the registered company. On the other hand, it serves the protection of third parties. In addition, it protects by the fact that the commercial register carries out a check of the facts registered there. This is accompanied by the possibility of providing evidence. For example, you can obtain a certificate from the commercial register that there were no entries for a thing at a certain time.

2.1. Publication of legal relationships of companies

The most essential function of the commercial register is the publication of legal facts of companies. The disclosure of legal facts in relation to the companies listed therein serves in two ways.

On the one hand, someone who takes a look at the commercial register to get information about a company can trust that the data is correct. This protection of the confidence of the information published by the commercial register is also called positive publicity, because it serves to protect the public and the company. After all, the published information should be relied upon.

On the other hand, there is also negative publicity. This excludes that information missing in the commercial register is legally relevant. So what is unknown to the commercial register, so that it is unable to publish it, has no legal relevance for those who use the information of the commercial register as a basis for decision-making.

In both cases, however, the exact time of information gathering is relevant. If, for example, one relies after three weeks on the content of an entry in the commercial register, which is now obsolete due to a new entry, one cannot invoke either positive or negative publicity. However, the company can claim positive publicity for itself.

2.2. Protection of the company

As another purpose of the commercial register, we list the protection of a company’s company. Because the name of a company enjoys the protection of exclusivity. So if someone wants to start another company that should have the same name as the company of a company already listed in the commercial register, then this is excluded. It must then choose a different name as a company.

Often this is relevant if a widespread family name is to be included in the company. Because Müller, Maier, Schmidt and Co. are also omnipresent in the commercial register.

Although we anticipated in the first chapter and explained that both partnerships and corporations are in the commercial register. However, we would like to go into more detail here about the conditions that include registration in the commercial register.

3.1. Declaratory entry in the Commercial Register

On the one hand, certain requirements must be observed that make entry into the commercial register mandatory. If a company requires a commercially established business operation for its activity, this makes registration in the commercial register mandatory. This applies both to sole proprietors who fulfil the status of merchant and to partnerships which are otherwise not subject to any legal classification as a commercial company. This is referred to as a legally attesting, i.e. declaratory, registration, because the company already fulfils the condition of merchant status at the time of registration.

Also declaratory is the registration of companies which are already considered by law as a commercial company and thus have the status of merchant. This applies, among other things, to the open commercial company (OHG), the limited partnership (KG) and the corporations.

3.2. Constitutive Entry in the Commercial Register

In addition to the declaratory entry in the commercial register, there is also the constitutive entry. This form, also called legal registration, constitutes the voluntary registration with which entrepreneurs wish to identify themselves as merchants. Although they do not need a commercially established business operation, they are then simply by entering in the commercial register as merchants. Both individual entrepreneurs and companies under civil law (GbR) or associations can take this path.

For the data that a company listed in the commercial register deposits there, two types can be distinguished: facts subject to registration and facts that can be registered. From this, in turn, the so-called non-registrable information is delimited. Because for the latter no entry in the commercial register is possible, we simply concentrate on those data that can appear in the commercial register. All other data sets are therefore excluded.

In addition, we want to distinguish after the registration. On the one hand, the commercial register must already be specified in the course of the establishment of registration facts. Registerable facts can supplement the information On the other hand, there is also the obligation to change registration and registerable information about a company in the commercial register as soon as these legal changes occur.

4.1. Facts requiring registration

Obviously, the facts subject to registration are the essential data that must be available in the commercial register of a company. This includes the company, including the legal form, the purpose of the company and the registered office of the company with its full address and any changes thereto. The latter also includes the termination or dissolution of a company. The entrepreneurs or partners are also registered with their name and address. Furthermore, the granting and expiry of a procura is a fact subject to registration. Similarly, the representative power of an undertaking shall be indicated, unless the legal form of the undertaking already determines the management. If there is a statute, then this is also subject to registration (and of course any change to it). In the case of limited liability companies, the amount of the share capital or the share capital and any changes thereto must also be entered in the commercial register.

However, this enumeration only represents the most important data that a company has to file in the commercial register. The corresponding legal standards for this are regulated in the Commercial Code, the GmbH Act and the Stock Corporation Act.

4.2. Eligible facts

Because the facts subject to registration largely exhaustively regulate the registration of company details in the commercial register, the facts that can be registered are of only minor importance. This also includes the registration of forestry and agricultural enterprises as well as companies under civil law (GbR), which only acquire merchant status through a constitutive registration.

Another fact that can be registered in the commercial register refers to the acquisition of a company while continuing the company. If the original entrepreneur continues to assume liability for the liabilities existing at the time of acquisition, then the acquirer of the company can also disclose this fact in the commercial register. The same applies when a new shareholder joins an existing company.

In order to obtain information that is available in the commercial register for a specific company, you have to start an online request at the common register portal of the countries. However, it is usually easier to access the company register. However, the provision of information from the commercial register is subject to a fee. The provision of the data usually takes place as a PDF document, but a query in XML file format is also possible to a limited extent.

The query of the data stored in the commercial register takes place via extracts. In particular, two versions are relevant. The current excerpt (AD) only reproduces the company data valid at the time of the query. Alternatively, you can request the chronological extract (CD) in order to also see the changes made to date to the entries in the commercial register. However, the data only dates back to the time of the changeover of the commercial registers to electronic register management in 2007. If a company already existed before and you would like to receive information from the commercial register, you request a historical extract (HD). The scanned entries from before 2007 can be seen there.

Although these are the most important extracts that can be obtained from the commercial register, others are also possible. Thus, a structured representation of the data submitted to the commercial register in structured form (tree structure) is possible (DK). Here, a hierarchical structure in several levels and categories is used. This also makes it possible to integrate cross-references. Further display options exist in relation to the company carrier data (UT) and the list of registry notices (PDO).

5.2. Example of a current extract from the commercial register

A current extract from the commercial register contains a number of information that goes beyond the entries. For illustration purposes, we include as an example a sample of a current excerpt from Thyssen Stahl GmbH:

can

5.3. example of a chronological extract from the commercial register

In contrast to the current extract from the commercial register, the chronological extract is divided into columns. The structure corresponds to the representation of the chronological expression of the trade register. Also for this we add a sample of the chronological excerpt of Thyssen Stahl GmbH as an example:

can