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Economic Development Dortmund

Register of Companies – The Merchant’s Register

Meaning of the Register of Companies

All mercantile enterprises are listed on the Register of Companies (“Handelsregister”). The appropriate local court keeps the register. The Register of Companies is a public matter to which everyone has access free of charge. By the disclosure of the enterprise’s legal circumstances, the Register of Companies serves as a matter of legal certainty in business, i.e. the enterprise’s registered matters of fact are of legal validity.

The registration is important, because the legal basis of business activities is determined as follows: the enterprises listed on the Register of Companies are subject to the German Commercial Code (“Handelsgesetzbuch”, abbr. “HGB”) and not to the German Civil Code (“Bürgerliches Gesetzbuch”, abbr. “BGB”). You will find more detailed information under legal consequences.

Who is registered?

It depends on the legal form of your business (cf. legal forms) as well as on the extent and the kind of your business (cf. below) if it must have an entry in the Register of Companies:

• Capital companies (e.g. corporation, LLC) must be managed according to commercial precepts in any case and are thus always listed on the Register of Companies.
   
• One-man businesses and business partnerships will be listed on the Register of Companies if their enterprise demands a commercial business operation (according to § 1, German Commercial Code). General and limited partnerships are always listed on the Register of Companies.
   

There is no entry for

• liberal professions (attorneys, notaries, doctors, architects),
   
• agricultural and forestry businesses,
   
• artistic and scientific activities.

The compulsory entry for one-man businesses and business partnerships must be reviewed individually. This audit is carried out by the registration office, generally with the assistance of the local Chamber of Commerce and Industry (“Industrie- und Handelskammer”). The criteria whether your business must be called “mercantile” and thus has to be registered are substantially:

• the annual turnover,
   
• the amount of the capital expenditure,
   
• the kind and the number of business transactions,
   
• the credit transactions,
   
• the number of employees.

If it can be stated that a business partnership has to be registered, it will become automatically a general partnership and must be renamed. A one-man business registered will receive the note *registered businessman*.

Tip: You should contact your competent Chamber of Commerce and Industry early enough to check if your business activity requires an entry in the Register of Companies.

Necessary particulars / documents

The particulars and documents you need for the entry in the Register of Companies are dependent on the legal form of your enterprise and the question if it is a German enterprise or an enterprise from abroad. You will find more detailed information on the check list Register of Companies.

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

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