Eintragungspflicht

The Eintragungspflicht refers to the legal obligation to have certain legally significant facts entered into the commercial register. According to § 29 HGB, merchants operating a commercial business must register their company and essential information. Also subject to registration are the formation of a GmbH, amendments to the articles of association, changes of managing directors, capital increases, branch openings, and the dissolution of a company. The granting or revocation of a power of attorney (Prokura) is also generally subject to registration, although § 53 HGB only provides for a discretionary entry here. If the obligation to register in the commercial register is violated, the registry court may impose a coercive fine of up to €5,000 pursuant to § 14 HGB and enforce the registration. The entry has either declaratory or constitutive effect: while a commercial power of attorney becomes effective in terms of publicity only upon its registration, a GmbH is legally established only with constitutive registration. Therefore, it is essential for entrepreneurs, founders, and advisors to review deadlines, formal requirements, and necessary documents at an early stage. Correct compliance with the registration obligation protects against fines, increases legal certainty, and builds trust with business partners, credit institutions, and authorities. Publication in the Federal Gazette also ensures transparency for legal transactions.