A Handelsregister entry is not a photograph taken on the day of incorporation. It is a living record that must be kept current as the underlying facts of the company change. German corporate law therefore pairs each major structural event with a duty to file the change for registration, and most of those filings travel along the same well-defined path: a notarised resolution, a formal application signed before the notary, and onward transmission to the competent Registergericht for examination and entry.
What counts as a registerable change
Not every internal development in a company touches the register. A change in office location within the same municipality, a new product line, or a new bank account does not, by itself, produce a register filing. What triggers a filing is a change in one of the facts the register actually records — the facts that third parties rely on the register to reveal.
Typical registerable events for a GmbH or AG include:
- Appointment, resignation, or removal of managing directors or board members
- Changes in the rules of representation — for example moving from sole to joint representation
- Change of the registered seat (Sitz), including moves across register court districts
- Change of the domestic business address (Geschäftsanschrift)
- Amendments to the articles of association
- Change of the Firma (company name) or conversion into a different legal form
- Capital increases, capital reductions, and similar structural measures
- Transfers of shares in a GmbH, reflected through an updated shareholder list
- Opening and closing of insolvency proceedings, and the start of liquidation
The notarisation requirement
German law places a significant share of corporate acts under the formal jurisdiction of the notary. The rationale is protective: notarisation ensures that parties receive independent advice, that identities are verified, and that the resulting documents are drafted with a level of precision the register court can rely on. For capital companies in particular, resolutions to change the articles, capital increases, share transfers in a GmbH, and similar measures are typically notarised events rather than private documents.
Notarisation is not limited to the underlying resolution. The application to the register itself — the filing that asks the court to update the entry — is generally signed by the company's authorised representatives in certified form before the notary, so that the court can be confident of the signatories' identities and authority.
The filing path: notary to register court
In practice, a typical change follows a recognisable sequence. The shareholders or the board resolve the change, with the notary recording the resolution where form requires. The notary then prepares the register application, has it signed in certified form by the managing directors or board members as required, and transmits it electronically to the competent Registergericht. The court reviews the filing for legal and formal sufficiency, raises queries if needed, and — once satisfied — enters the change. Only on entry does the change take effect for those parts of the law that tie consequences to registration; until that moment, the old entry remains the one the public can rely on.
| Event | Typical form | Takes effect |
|---|---|---|
| New managing director | Resolution, certified application | Declaratory on entry |
| Change of Sitz | Notarised amendment to articles | On entry in new register |
| Capital increase | Notarised resolution and documents | On entry |
| GmbH share transfer | Notarised transfer, updated shareholder list | Effective on notarisation; list filed |
| Start of liquidation | Notarised resolution | On entry |
How changes appear in the extract
A current extract shows the up-to-date position for the facts the register maintains: the current directors, the current seat, the current share capital. A chronological or historical extract adds the earlier states and the dates on which each change was entered, allowing a reader to follow the company's evolution over time. For risk-sensitive work, the issue date of the extract is itself a key parameter: relying on an older extract risks missing a change that has since been entered, and an updated extract is the straightforward remedy.
In short: registerable changes travel from a notarised resolution through a certified register application to the competent Registergericht, and only take effect once the court enters them in the Handelsregister.
Related pages
- Managing directors — representation updates and their significance.
- Dissolution & liquidation — how liquidation is recorded.
- Register extract — where changes become visible.