Commercial Register Entry: Obligations for GmbH, UG and Merchants

Anyone who founds a GmbH, UG or AG, or who runs a business of commercial scale as a merchant, must file this with the commercial register (Handelsregister) with notarial certification, as must any later change to the registered office, management or capital.

In brief: entry in the commercial register is constitutive for corporations such as the GmbH, UG and AG, meaning the company only comes into legal existence with the entry, whereas the registered merchant must file once the business reaches a commercial scale. This affects all founders of these legal forms as well as existing companies for every change subject to registration. Anyone who omits or delays the filing risks a coercive fine imposed by the registry court (Registergericht).

Who is subject to the registration obligation?

Corporations such as the GmbH, UG (haftungsbeschränkt, limited liability) and AG are subject to registration, as are sole proprietors as soon as their business reaches a commercial scale and they thereby become a registered merchant (e.K.). Under §§ 1, 29 HGB and § 11 GmbHG, entry is constitutive for the GmbH, UG and AG: the company exists as an independent legal person only from the day of entry in the commercial register; before that, it is legally a pre-formation company (Vorgesellschaft). The registered merchant, on the other hand, must file as soon as the business, by its nature and scale, requires a commercially organised operation. For both groups, the obligation does not arise from an official request but automatically once the respective conditions are met; anyone who waits until the registry court takes action is already too late.

What exactly do you have to do?

Filing with the commercial register is always done with notarial certification and proceeds in several steps, from checking the registration obligation to archiving the confirmation. Which of these obligations apply to your company specifically is shown by a tool such as Company Audit. In practice, this means: you first clarify the question of legal form, then have a notary record the actual filing, and then submit the complete documents to the competent registry court.

1. Check whether and from when a registration obligation exists (legal form or commercial scale).
2. Prepare the notarial filing with the commercial register and have it recorded.
3. Attach the formation or amendment documents (articles of association, appointment of the managing director).
4. Report all changes subject to registration (registered office, management, capital) promptly.
5. Archive the confirmation of entry and the register extract.

Each of these steps builds on the previous one: without complete documents, notarial recording is delayed; without notarial recording, the registry court does not accept the filing; and without an archived register extract, proof is later lacking towards banks, business partners or authorities.

What does registration cost?

Register fees rose by 50% on 01.06.2025, which makes company formations noticeably more expensive. Since then, the initial registration of a GmbH costs 225 euros without a contribution in kind and 360 euros with a contribution in kind. On top of that come the notary costs for the recording, which vary depending on the share capital and effort and should not be forgotten in the calculation. Changes such as a new managing director or a relocated registered office also trigger their own, usually lower register fees; anyone who files several changes at the same time may save part of the notary costs that would otherwise be incurred several times.

What are the consequences of a violation?

Anyone who fails to file a fact subject to registration, or fails to do so in time, risks a coercive fine of up to 5,000 euros under § 14 HGB, with which the registry court can enforce the filing. Until the entry, corporations also have no limited liability: anyone who acts on behalf of the not-yet-registered company is personally liable with their private assets. Delayed filings of changes therefore carry both a risk of coercive fines and personal liability risks for those acting. Economically, this is doubly risky: the coercive fine hits the company or the responsible persons directly, and the lack of limited liability can, in a dispute, affect the founders' private assets.

Frequently asked questions

From when do I have to register as a merchant in the commercial register?

As soon as your business, by its nature and scale, requires a commercial organisation, you are obliged under § 1 HGB to register as a registered merchant (e.K.), regardless of whether the registry court has already asked you to do so.

Why is entry constitutive for a GmbH?

Under § 11 GmbHG, the GmbH comes into existence as a legal person in its own right only with entry in the commercial register; before that, there is merely a pre-formation company (Vorgesellschaft) without the full limited liability of the actual GmbH.

Which changes do I have to report?

Changes to the registered office, management, company name and share capital, among others, are subject to registration; they must be filed promptly with a notary so that the commercial register reflects the current status.

What does the initial registration of a GmbH currently cost?

Since the fee increase on 01.06.2025, the initial registration of a GmbH costs 225 euros without a contribution in kind and 360 euros with a contribution in kind, plus the separately charged notary costs.

What happens if I delay the filing?

The registry court can enforce the filing under § 14 HGB with a coercive fine of up to 5,000 euros; in addition, personal liability risks threaten those acting until the entry is made.

Source: §§ 1, 29 HGB · § 11 GmbHG. This article is general information and does not replace legal advice in individual cases. As of: July 2026.