Who must register?
Registration is compulsory for all corporations (GmbH, UG, AG), commercial partnerships (OHG, KG) and sole traders whose business requires a commercially organised operation. Small traders (Kleingewerbetreibende) and freelancers may register voluntarily — freelancers, however, only by choosing a legal form such as the partnership company (Partnerschaftsgesellschaft).
Whether a commercially organised business exists depends on turnover, number of employees, capital deployed, number of transactions and complexity. There is no fixed turnover threshold; in practice, closer scrutiny often begins at around €250,000 in annual turnover.
Division A and Division B
| Division | Legal forms | Typical details |
|---|---|---|
| HRA | e.K., OHG, KG, GmbH & Co. KG | Owner, personally liable partners, liability amount of limited partners |
| HRB | GmbH, UG (with limited liability), AG | Share capital, managing directors, representation arrangements |
The process step by step
- Check the company name: the Chamber of Industry and Commerce (IHK) gives a non-binding assessment of the permissibility and distinctiveness of the name.
- Notary appointment: the application for registration in the commercial register must be certified by a notary; for companies, the articles of association are notarised at the same time.
- Electronic submission: the notary transmits the application to the register court at the company's registered seat.
- Examination and entry: the court carries out a formal review; for corporations, payment of the capital must be evidenced.
- Publication: the entry is published in the joint register portal of the federal states.
Processing time ranges from a few days to several weeks depending on the court. Since August 2022, online notarisation by video communication has also been possible for certain procedures.
Costs
Court fees are governed by the schedule of commercial register fees. The first registration of a sole proprietorship costs around €70, a GmbH with one shareholder around €150, and multi-person companies more. On top of this come notary fees under the GNotKG (Court and Notary Costs Act), which are based on the value of the transaction.
Obligations after registration
- Stating the company name, legal form, registered seat, register court and register number on all business correspondence — including emails and the website.
- Bookkeeping and accounting obligations under the HGB (German Commercial Code) instead of a simple income-and-expenditure account.
- Notifying any change: new managing directors, relocation of the registered seat, capital increase, power of procuration (Prokura).
- Publication of the annual financial statements for corporations.
Written form remains the standard
Many register procedures, commercial register enquiries and notifications to business partners still run by post. Anyone changing a company name should formally inform customers, suppliers and banks — with a date, signature and traceable proof of delivery.