Commercial Register Filing in Berlin: Process, Documents and Typical Pitfalls (GmbH/UG)
The formation has been notarised, the signatures are in place, everyone takes a short breath. And then comes the question that almost every founding team asks: when does the GmbH or UG actually exist? At this point, the opening of the account, the payment of the share capital, first contracts and talks with business partners are often already planned.
The legal answer is short and clear: the GmbH only comes into existence as such upon registration in the commercial register. The commercial register filing is the formal application for registration of the formation with the competent register court. Later changes to the company may also have to be filed.
Table of contents
At a glance
- The commercial register filing is the formal notification of legally relevant facts (e.g. formation, change of managing director, amendment of the articles) to the commercial register.
- In Berlin, the competent register court is the Charlottenburg District Court; the filing is submitted electronically in publicly certified form via the notary’s office.
- At formation, all managing directors generally file; their signatures are publicly certified.
- At formation, the articles of association or model protocol, the appointment of the managing directors, unless already contained therein, and the shareholder list are submitted in particular. For contributions in kind or special constellations, further documents are added.
- Delays can arise in particular from incomplete details, formal errors (powers of attorney, signatures) or an unclear company name or company purpose.
What is a commercial register filing and what is it for?
The commercial register filing ensures that key company data becomes publicly traceable in the commercial register. This typically includes the company name, registered office, business address, managing directors, representation rules and, for corporations, certain capital details.
The legal effect of registration depends on the respective transaction. At formation, the GmbH or UG only comes into existence upon registration. An amendment of the articles of association also generally only takes effect upon registration. The appointment or removal of a managing director, by contrast, can already take effect through the corresponding shareholder resolution, but must then be filed with the commercial register. For legal dealings, it is also important which facts are registered and published in the register.
Between the notarisation and registration, the so-called pre-GmbH exists. In business dealings during this phase, the suffix “GmbH i. G.” or “UG (haftungsbeschränkt) i. G.” is frequently used.
Typical occasions for filings
After formation, too, there are typical cases in which the commercial register must be updated, for example:
- appointment or removal of managing directors,
- amendments to the articles (e.g. company name, registered office, purpose),
- capital measures,
- granting or revocation of a Prokura (commercial power of attorney),
- dissolution and liquidation.
Who files and who has to sign?
At the formation of a GmbH or UG
At formation, the filing is generally made by all managing directors. In practice, this means the managing directors sign the filing in person, the signatures are publicly certified and submitted electronically.
For the initial filing, all managing directors must sign the filing in the prescribed form and give the assurances required by law. They do not necessarily have to appear together at the same appointment. Depending on the organisation, the certifications can also take place separately or via the notarial online procedure.
However, the submission cannot take place as long as the signature of one of several managing directors is still missing. Especially with several managing directors, it should therefore be clarified early when and by which route all required signatures can be provided.
For later changes
For later changes, the person obliged to file depends on the respective transaction. Filings under the GmbHG are generally made by managing directors or liquidators in the number required for representation. Special requirements apply to individual transactions. In a liquidation, for example, the liquidators regularly file.
Form and role of the notary
Electronic submission and public certification
Commercial register filings must be submitted electronically in publicly certified form. The legal framework is set out in Section 12 of the German Commercial Code (HGB).
In practice, the notary’s office handles several steps here:
- preparing or reviewing the filing and the required assurances,
- public certification of the signatures,
- electronic transmission of the filing and attachments,
- forwarding and coordinating any notes from the register court.
Berlin-specific: the Charlottenburg District Court as register court
In Berlin, registration runs centrally through the register court at the Charlottenburg District Court. How smoothly the examination proceeds depends in particular on whether the filing and its attachments are submitted completely and in a legally consistent form.
In addition to advice at the notary’s office, the Berlin service portal also offers initial guidance on GmbH registration in Berlin.
Which documents are needed for the commercial register filing (GmbH/UG)?
Which documents are required depends in particular on whether it is a cash or non-cash formation, whether the managing directors were already appointed in the articles of association and whether natural or legal persons with a foreign connection are involved. Typically, these include:
1) Articles of association or model protocol
The notarised articles of association or the model protocol are the central basis of the filing.
2) Managing director details, appointment and representation rules
The register needs the personal details of the managing directors and the representation rules, such as sole representation, joint representation or an exemption from Section 181 BGB, where provided for. If the managing directors were not already appointed in the articles of association or model protocol, the corresponding shareholder resolution must also be submitted.
3) Shareholder list
The shareholder list must in particular show the shareholders, the serial numbers and nominal amounts of the shares and the percentage holdings without contradiction. Which details belong in it and which mistakes are typical is explained in the article on the shareholder list for GmbH and UG.
4) Proof for contributions in kind or special constellations
For contributions in kind, the underlying agreements, the report on the formation in kind and documents showing the value of the contributed items or rights are needed in particular. For foreign participants or companies, register extracts, certified translations and further proof of authenticity, for example, may be required. Whether an apostille or legalisation is needed depends, among other things, on the issuing state, the type of document and the requirements of the register court.
Share capital: what must be paid in before the filing?
A typical reason for delays is the question of whether the capital has been raised as required for the filing.
- In a cash formation of a GmbH, at least 25 per cent of the nominal amount must generally be paid in on each share. In total, at least EUR 12,500 must be reached. Agreed contributions in kind must be fully made before the filing.
- For the UG (haftungsbeschränkt), the agreed share capital must be paid in full before the filing. Contributions in kind are excluded at its formation.
In the filing, the managing directors assure that the required contributions have been made and are finally at their free disposal. In an ordinary cash formation, a bank statement or payment receipt does not automatically have to be submitted to the register court as an attachment in every case. However, if there are serious doubts about the assurance, the register court can demand corresponding proof.
Regardless of this, the payment should be clearly traceable before the filing. Therefore, clarify early which documents the notary’s office needs for preparation and submission in the specific case.
The process in practice: from notarisation to registration
1) Preparing the filing and the managing directors' assurances
The notary’s office prepares the filing and records the assurances of the managing directors required by law. Depending on the case, these include in particular assurances that there are no obstacles to their appointment and that the contributions have been made and are finally at the free disposal of the managing directors.
2) Public certification of the signatures
The managing directors sign the filing, and the signatures are publicly certified. This completes the public certification required for the filing.
3) Electronic submission to the register court
The filing and attachments are submitted electronically to the register court. The court then examines in particular:
- completeness and formal correctness of the filing,
- statutory eligibility for registration of the facts filed,
- proper establishment and filing of the company,
- completeness and consistency of the attachments to be submitted.
4) Queries and follow-up submissions (if necessary)
If documents are missing or details are unclear, there will be queries. A query does not automatically mean that the filing fails, but it can delay registration. Many queries can be avoided if the documents have been properly coordinated and checked in advance.
Typical pitfalls (and how to avoid them)
Incomplete or incorrect shareholder list
Queries can arise, for example, if share numbers, nominal amounts or percentage holdings are not stated consistently.
Company name or company purpose not eligible for registration
Among other things, the company name must be sufficiently distinctive and must not be misleading. The company purpose should describe the planned activities specifically enough for their focus to be recognisable. A preliminary statement from the Berlin Chamber of Industry and Commerce (IHK) can provide initial guidance, but does not bind the register court.
Powers of attorney or foreign documents do not meet formal requirements
If a filing is made on the basis of a power of attorney, the power of attorney must also meet the statutory formal requirements. For foreign powers of attorney and other foreign documents, it should be clarified early which certifications, translations or proof of authenticity are required in the specific case. Missing translations or unclear certifications may only come to light when everyone is already expecting the submission.
Time until registration (in brief)
How long registration takes depends in particular on the completeness of the documents, the workload and examination of the register court and possible queries. A rough estimate can often be given during preparation. We cover this topic in more detail in the article on how long commercial register entry takes in Berlin.
Checklist: submitting a well-prepared commercial register filing (GmbH/UG)
- All managing directors have signed the initial filing.
- The articles of association or model protocol are available in final form.
- Managing director details, appointment (if not in the articles) and representation rules are complete.
- The shareholder list is complete and consistent.
- The contributions required for the GmbH or UG have been made; any documents needed have been agreed with the notary’s office.
- The company name and company purpose have been checked for sufficiently clear and registrable wording.
- Foreign documents (if relevant) are complete, including required translations and proof of authenticity.
More from the series: notarisation and the commercial register
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Frequently asked questions about the commercial register filing
There is no fixed number of days that applies to all formations. However, the initial filing may only be submitted once the statutory requirements, in particular regarding the contributions, are met. Missing documents or signatures can further delay submission.
Not in every case. In the filing, the managing directors assure that the required contributions have been made and are at their free disposal. If there are serious doubts, the register court can demand additional proof such as a payment receipt. Which documents the notary’s office needs before submission should be agreed in the specific case.
Yes. Commercial register filings can generally be certified and submitted via the notarial online procedure. This requires in particular that the technical requirements for secure identification and the qualified electronic signature are met.
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Setting up a GmbH or UG requires the notarisation of the articles and the filing with the commercial register. Notary Franke accompanies you from the legal review through notarisation to registration, impartially, clearly and reliably.
