Zweigniederlassung einer Kapitalgesellschaft (AG, GmbH) mit Hauptniederlassung im Ausland anmelden

• §§ 12, 13f, 13g Handelsgesetzbuch (HGB) – Handelsregister; Unternehmensregister
• § 24 Verordnung über die Einrichtung und Führung des Handelsregisters (HRV)
• Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbHG)
• Aktiengesetz (AktG)
• 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

Corporations with their head office abroad must register branches in Germany for entry in the commercial register. Registration is carried out by a notary at the registry court in whose district the branch office is established: in the case of a branch office of a public limited company (AG) by the management board, in the case of a branch office of a limited liability company (GmbH) by the managing directors.

A business must also be registered for the branch office with the trade office of the respective city or municipality.

Note: The branch office is registered with the registry court responsible for the location of the branch office. In Saxony, the management of the commercial register is concentrated in the local courts of Chemnitz, Dresden and Leipzig.

Single point of contact

You can use the service of the Single Point of Contact for this procedure. He or she will guide you through the procedure, take care of correspondence with all the bodies responsible for your request and provide you with expert advice.

• Articles of association / memorandum of association of the foreign corporation in a publicly certified copy (if necessary in a certified German translation)
• Amendments to the articles of association / partnership agreement

in addition, the following information / evidence:

• domestic business address
• Object of the branch office
• Number of the entry and register in which the company is registered (if the law of the country in which the company has its registered office provides for an entry in the register)
• the legal form of the company
• the persons authorised to represent the company in court as permanent representatives for the activities of the branch office and an indication of their powers
• the law of the country to which the company is subject - unless it is a member state of the European Union or another state party to the Agreement on the European Economic Area

The notary will inform you about the (further) documents required in individual cases.

when registering several branches:

• Submission of the articles of association / partnership agreement and amendments thereto for entry in the commercial register of one of these branches
• Indication of the register and the number under which this branch office is registered

Find out from the notary or the single point of contact about additional requirements for

• the registration of a branch office of stock corporations (AG) in accordance with Section 13f of the German Commercial Code (HGB) and
• limited liability companies (GmbH) in accordance with Section 13g of the German Commercial Code (HGB).

• Fee for registration in accordance with the Court and Notary Fees Act in conjunction with the Ordinance on Fees in Commercial, Partnership and Co-operative Register Matters
• Expenses for the public announcement

To submit an application, contact a notary.

• The notary will advise you on how to formulate the application.
• The application is made exclusively electronically and a publicly notarised document is created for this purpose. From 1 August 2022, the document can also be notarised via video communication.
• 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 that the entry has been made.

Amendments

Have key details about your company, such as the registered office, legal form or authorised representatives, changed? Then please have the register entry corrected immediately.

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

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If the registry court refuses to enter the branch of your corporation in the commercial register, an appeal can be lodged in accordance with Section 382 (4) sentence 2 FamFG pursuant to Section 58 (1) FamFG or, if applicable, an appeal on points of law pursuant to Section 70 (1) FamFG.