The commercial register contains the following information on stock companies and limited liability companies:
- company register number;
- company name;
- legal form;
- seat and business address;
- type of business (optional);
- branch offices, address
- date of formation (execution of Articles of Association):
- all changes to the Articles of Association;
- authorised representatives:
- managing directors and “Prokuristen”;
- start date and power of representation;
- name, date of birth, address;
- supervisory board:
- start date and power of representation;
- name, date of birth, address;
- share capital:
- issued share capital, amount which is paid in;
- resolutions to increase or decrease the share capital;
- name and address of shareholders (limited liability companies only);
- date of filing of the annual and consolidated financial statements;
- restructuring (merger, demerger, change of legal form);
- transfers of a business unit:
- exclusion of liability for the business unit’s debts;
- appointment of an insolvency receiver.
The commercial register further contains the following additional information on Partnerships (Offene Gesellschaften) and Limited Partnerships (Kommanditgesellschaften):
- shareholders which are not authorised to represent the company:
- limited partner’s share;
- name, date of birth, address of limited partner.
The register contains present as well as historical data. Entries, which are no longer valid, are marked as “deleted”.
Not all of the information contained in the commercial register is binding:
- certain agreements and shareholders’ resolutions become effective only upon registration in the commercial register:
- formation of the company;
- all changes to the articles of association;
- increase and decrease of share capital;
- mergers, demergers, change of legal form;
- dissolution of the company.
- in most cases third parties may rely on the accuracy of the registered entry. In other words: even if the entry is incorrect or has become incorrect (e.g., because the appointment of the managing director has meanwhile been revoked), it is still valid vis-à-vis the third party relying in good faith on the register entry;
- certain entries in the commercial register are not binding at all. This includes the registered address of the company and of authorised representatives. Also, the third party cannot rely on an entry of which it is aware that it is incorrect.