Zweigniederlassung einer Personenhandelsgesellschaft (OHG, KG) mit Hauptniederlassung im Ausland anmelden

• §§ 12, 13d Handelsgesetzbuch (HGB) – Handelsregister; Unternehmensregister
• § 106 HGB – Errichtung der Gesellschaft
• § 161 HGB – Kommanditgesellschaft
• § 24 Verordnung über die Einrichtung und Führung des Handelsregisters (HRV)
• Gesetz über Kosten der freiwilligen Gerichtsbarkeit für Gerichte und Notare (Gerichts- und Notarkostengesetz – GNotKG)
• Verordnung über Gebühren in Handels-, Partnerschafts- und Genossenschaftsregistersachen (HRegGebV), Anlage (zu § 1) Gebührenverzeichnis
• §§ 39a, 40a Beurkundungsgesetz (BeurkG) - Einfache elektronische Zeugnisse, Beglaubigung einer qualifizierten elektronischen Signatur

According to German commercial law, a commercial company is a company that conducts a commercial business and is therefore a merchant as such. A branch office is considered for those foreign trading companies whose main office would have to be entered in the commercial register if the company were domiciled in Germany

The name of the branch can be the same as that of the main branch. A completely independent company name would be inadmissible. Usually an addition is made to the name of the main branch (example: "Musterhandel, Zweigniederlassung Dresden").

The application to the commercial register is made through a notary public at the registry court in whose district the branch office is established:

• in the case of partnerships (general partnership / OHG and limited partnership / KG) by the partners authorised to represent or by the authorised signatory with power of attorney
• in the case of a limited liability company (GmbH) by the managing directors (the authorised signatory is expressly excluded)
• in the case of a public limited company (AG), by the members of the executive board who are authorised to represent the company

For the branch office, a trade must also be registered with the trade office of the respective city or municipality.

Single point of contact

For this procedure you can use the services of the Single Point of Contact. He or she will guide you through the procedure, take care of the correspondence with all the offices responsible for your matter and will be at your side as a competent adviser.

• Proof of the existence of the principal place of business with certified translation into the German language
• Legitimation of the authorised representatives with certified translation into the German language

In addition, the following information / evidence:

• Company name and company suffix (if available)
• Place and domestic business address of the branch office
• Object of the company
• Surname, first names, date of birth and place of residence of each partner
• Power of representation of the partners, if required

Further documents may be required in detail.

Unless foreign law requires deviations, the rules for principal establishments or branches apply at the registered office of the company (exception: public limited company, partnership limited by shares and limited liability company). This concerns

• Registrations,
• Filings,
• Notices and
• Changes

this concerns applications, filings, notices and amendments to facts to be registered that concern the branch of a commercial company.

Ask the notary or the single point of contact about this.

• Fee for registration
• Expenses for the public announcement

Application

To make an application, contact a notary.

• The notary will advise you on the formulation of the application.
• The application is made exclusively by electronic means, for which a publicly certified document is created. The document can also be certified by means of video communication from 01.08.2022.
• The declaration is provided with an electronic signature and sent to the electronic court and administrative mailbox of the registry court.

You will receive a notification of the registration made.

Changes

Have important details about your company, such as the registered office, the legal form or the authorised representatives, changed? Then have the entry in the register corrected without delay.

The entry is made in the same way exclusively via a notary.

none

If the registry court refuses to enter your branch in the commercial register, an appeal pursuant to section 382 (4) sentence 2 FamFG or, if applicable, an appeal on a point of law pursuant to section 70 (1) FamFG may be filed.