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Entry in the Register of Companies: Check List

1. Is the entry necessary?

Please check first of all if an entry in the Register of Companies is necessary for your enterprise (cf. Register of Companies); your Chamber of Commerce and Industry will help you along. If not, consider whether a voluntary entry is possible.

2. Name of the firm

Please consider under which name you will act. Contact your Chamber of Commerce and Industry in order to check the legitimacy of the name.

3. Notarial acts

For the entry of your business in the Register of Companies, the notarial act of a series of documents is necessary. Therefore the application for an entry in the Register of Companies must be notarially certified. Please contact a trustworthy notary before having registered your enterprise. If need be, contact the competent notary chamber (“Notarkammer”) in order to find a suitable notary nearby.

4. Necessary particulars / documents

Legal form	Particulars / documents
Partnerships (Section A)
One-man business (Einzelkaufmann)	Particulars: firm name and legal form location / subsidiary name, first name, date of birth, place of residence of the merchant business branch general power of attorney Documents: notarially certified signature
General partnership (oHG)	Particulars: firm name and legal form starting date of the partnership location / subsidiary name, first name, date of birth, place of residence of each partner business branch general power of attorney Documents: notarially certified signature of the representative partners
Limited partnership (KG)	Registration by all partners at the Registration Court (“Registergericht”) Particulars: firm name and legal form starting date of the partnership location / subsidiary name, first name, date of birth, place of residence of each partner name, first name, date of birth, place of residence of the limited partners amount of each limited partner’s share business branch general power of attorney Documents: notarially certified signature of the representative partners
Capital Companies (Section B)
Limited Liability Company (GmbH)	Registration by all executives Particulars: firm name location of the company objects of the company amount of the common stock capital date of company agreement personal data of the executives and general power of attorney for the company Documents: company agreement list of members incl. name and address as well as the amount of the common stock capital contributed declaration to have the common stock capital at the free disposal of the executive declaration of the executives that there are no legal objections to their business In case of contributions in kind: statutory report
Corporation (AG)	Registration by all incorporators, the members of the executive board, and the board of directors Particulars: signature of the board executives will be deposited at the Registration Court firm name location of the company objects of the company amount of the capital stock date of articles of incorporation if fixed, period of the company personal data of the board executives including their power of attorney for the company Documents: articles of incorporation deed including articles of incorporation and stock transfer deeds including the appointment of the executive board and the board of directors statutory report audit report by the executive board, the board of directors, and the formation auditor declaration that the required amount has been deposited for each share and is at the disposal of the executive board free of charge declaration of the executive board members that there are no legal objections to their business in case of contributions in kind: evidence of completeness
Subsidiaries of home enterprises
General Partnership, Limited Partnership (oHG, KG)	Registration of the branch office at the head office’s Registration Court Particulars: cf. parent company
Limited Liability Company (GmbH)	Registration of the branch office at the Registration Court on location by the executives Particulars: cf. parent company Documents: company agreement list of members
Corporation (AG)	Registration at the head office’s Registration Court by the executive board Particulars: cf. parent company Documents: notarially certified copy of the articles of incorporation
Subsidiaries of enterprises from abroad (Due to the fact that legal forms of enterprises in other states partially differ substantially from the German system, special documents may be necessary in single cases. Please contact your German Chamber of Foreign Trade in your country or the German Consular Agency.)
Partnerships	The branch office of a general partnership from abroad must be registered at the competent court of the branch office. The particulars and documents to be submitted are the same as for domestic enterprises.
Limited Liability Company (GmbH)	The registration of the branch office of a foreign Limited Liability Company is carried out by the executive accompanied by a notary. It takes place at the court of the district where the branch office will be located Particulars: Parent Company Register of Companies (if available) legal form of the company firm and location of the company objects of the company amount of the common stock capital date of company agreement personal data of the executives and general power of attorney for the company limitation of the company Branch Office firm if differing from parent company address of branch office objects of the business amount of common stock capital date of company agreement personal data of the executives and general power of attorney for the company limitation of the company Documents: Evidence of the existence of the parent company (normally a notarially certified extract of the entry in the Register of Companies Notarially certified copy of the company agreement and notarially certified translation into German Notarially certified signatures of the executives
Corporation (AG)	The registration of the branch office of a foreign corporation is carried out by the executive board accompanied by a notary. It takes place at the court where the branch office will be located. Particulars: Parent Company Register of Companies (if available) legal form of the company firm and location of the company objects of the company amount of the common stock capital and share segmentation kind of shares number of executive boards members constitution of the executive board kind of announcement of the company Branch Office firm if differing from parent company address of branch office objects of the business amount of the common stock capital date of company agreement personal data of the executives and power of attorney for the company limitation of the company Documents: Evidence of the existence of the parent company (normally a notarially certified extract of the entry in the Register of Companies Notarially certified copy of the company agreement and notarially certified translation into German Notarially certified signatures of the executive board

5. Costs

A number of costs incur with regard to the entry of your business in the Register of Companies: register court fees, notary fees, possibly attorney fees, possibly translation fees, costs of announcement.

The fees of the Registration Court principally go in accordance with the amount of the goodwill (§ 26, German Schedule of Fees – “Kostenordnung”). In the past, this fact partially led to an inadequately high financial burden of the enterprise. Meanwhile a decision by law says that this practice contradicts with European law and that the fees must not surmount the real handling.

Up to a final decision on this issue, the Dortmund Registration Office has set a fee of between € 50,- (one-man business) and € 230,- (corporation).

For the job of your notary, at least the fees for the certificate of the registration incur. Depending on the legal form and the documents needed further fees have to be paid. These as well correspond with the goodwill of the enterprise, but are limited up to a certain amount, too.

If you want to list a company on the Register, it is first of all necessary to consult an attorney in order to develop the articles of incorporation. The attorney fees depend on the volume and the kind of the consultancy.

Foreign enterprises have to calculate with additional translation costs for the documents and evidence to be produced.
Finally, you have to consider the publication costs (cf. 6) of your entry in the press. The costs depend on the volume of your entry (wording).

6. Publication

The exact wording of your entry in the Register of Companies must be published in the Bundesanzeiger and in at least one newspaper.

7. Extract from the Register of Companies

After the successful entry in the Register of Companies, you should make an application for an extract of your entry at court. You will need it at the latest for the registration of your business.

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	Go-To-Do is a service of the Economic Development Dortmund. URL: www.go-to-do.com /content_eng/handelsreg/checklist.html

	Last modified: 19.08.2005 \| © Wirtschaftsförderung Dortmund \| Email: go-to-do@stadtdo.de