Commercial register entry of a legal entity

Legal entities whose entry in the commercial register is to be made with regard to the object or the type and scope of their business operations must be registered by all members of the Management Board.

The prerequisite for the obligation to register is the operation of a commercial enterprise.

According to case law, a commercial enterprise is

• an externally recognizable,
• permanently and professionally oriented,
• for the purpose of making a profit and
• activity carried out in the economic field.

The obligation to register applies to those companies whose registration is not already ensured by other statutory provisions. These are in particular certain legal entities under public law (e.g. corporations, institutions or foundations under public law). The management board obliged to register is therefore also to be understood as the body responsible for representation in accordance with the respective public law provisions, e.g. of the respective public enterprise.