Notice of Registration from the Commercial Register: What a GmbH or UG Must Do Now
Table of contents
At a glance
- With entry in the commercial register, the GmbH or UG exists as a legal entity. The notice of registration documents this completed process.
- The notice of registration and a current printout from the commercial register are two different documents. Which one is needed depends on the recipient and the occasion.
- Some notifications remain the company’s task: tax registration via ELSTER, trade registration (if not yet done) and the notification to the transparency register.
- In the first weeks, official-looking letters often arrive. Not every payment request is legitimate.
What the notice of registration confirms
Notice of registration or commercial register printout: which document is needed?
What has already been done with the commercial register entry
- The GmbH or UG has come into existence as such.
- The registered data is publicly retrievable, with company name, registered office, business address, company purpose, share capital and the names of the managing directors.
- The register court publishes the registration electronically.
What the company itself must now check and do
Tax office: tax registration questionnaire via ELSTER
Tax registration is carried out electronically via ELSTER. The start of business must generally be notified to the tax office within one month by electronically submitting the tax registration questionnaire. How to complete the tax registration questionnaire is shown in the article on registering with the tax office.
Register the trade, if not yet done
Trade registration does not depend on receipt of the notice of registration, but in principle on the start of the commercial activity. If the trade has not yet been registered, this should now be checked and done. In Berlin, the public order office (Ordnungsamt) of the district in which the place of business is located is responsible. The process is described in detail in the article on trade registration after formation.
Transparency register: reporting beneficial owners
Beneficial owners are natural persons who directly or indirectly exercise control over the company, for example because they hold more than 25 per cent of the capital shares or voting rights or exercise control in a comparable way. For special cases and the statutory fallback rules, the article on notification to the transparency register helps.
Notification to the accident insurance institution
Checking chamber membership
Which mail may arrive after registration
Because the register entry is public, service providers also know about the formation from registration, and unfortunately so do dubious senders. Many newly formed companies receive official-looking letters in the first weeks offering a supposed register entry or publication for a fee. Such paid offer letters from private directory providers do not come from the register court. How to recognise such offers is explained in the article on spotting scam letters after formation.
Internal organisation and mandatory details
Bookkeeping, opening balance sheet and annual financial statements
Mandatory details on business letters and in the legal notice
- legal form and registered office of the company
- register court
- commercial register number
- all managing directors with surname and at least one first name written out in full
- where applicable, the chairperson of the supervisory board
Compact checklist
- tax registration submitted
- trade registration checked or already done
- beneficial owners reported to the transparency register
- notification to the accident insurance institution clarified through trade registration or a separate notification
- chamber membership, register of craftsmen and sector-specific permits checked
- mandatory details, bookkeeping and required register documents updated
Frequently required documents
- depending on the transaction, the notice of registration, a current printout from the commercial register or both documents
- articles of association
- details of representation (managing directors, representation rules)
- data on shareholders and beneficial owners
- where applicable, permits or licences (sector-dependent)
More from the series: after formation
Still unsure which structure makes sense for your formation?
Frequently asked questions about the notice of registration
No. The notice of registration confirms a specific, completed register process. A current printout from the commercial register, colloquially often called a commercial register extract, by contrast shows the current register status. Which document is requested depends on the recipient and the purpose.
The register data can be retrieved via the joint register portal of the federal states. For certain purposes, a simple retrieval is sufficient; for others, an official current printout from the commercial register is required. Whether an official printout is needed is communicated by the respective recipient.
That depends on the requirements of the competent trade authority. In Berlin, trade registration is possible for a GmbH or UG in formation if the required formation documents are submitted. After registration, a current printout from the commercial register is required.
Check not only the sender and reference number, as these details can be taken from public register data. Also pay attention to the payee, the IBAN and the specific reason for the invoice, and use official contact details from an independently accessed source for queries.
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Notarial support after the notice of registration