Commercial register

What it means

The commercial register is the public list of business entities maintained by the registry courts. It records the business name, the seat, the scope of business, share capital, members, managing directors and how they may act for the company.

Registration has legal effect: the company comes into existence on the day of entry, and a change of director or seat takes effect against third parties only once entered. The public may rely on what is on the register.

The commercial register is not the trade licence register. A sole trader is entered in the trade licence register and gets into the commercial register only on their own application; companies appear in both, because they too need a trade licence for their activity. The data in the two registers therefore has to match.

How it works in practice

Filings are made electronically with a qualified electronic signature and attachments - a general meeting resolution, the tax administrator’s consent where the law requires it, consent to appointment.

The register also has a non-public part holding the ultimate beneficial owner data. Filed accounts live in the separate register of financial statements.

Opening a bank account, applying for a loan or bidding in public procurement all call for an extract from the commercial register. Some recipients accept the online extract, others want an official one, so we check in advance which kind is required and confirm that the entry matches reality before someone else starts reading it.

What to watch out for

Registering a change carries a statutory deadline, and missing it is penalised. In practice the address change and the removal of discontinued activities are what get forgotten - and since the data is public, the bank and your trading partners see it before you do.

If the company does not collect post at its registered seat, or the owner of the premises withdraws consent to the seat, the registry court can open proceedings to dissolve the company. A business can thus end up in liquidation by the court’s own motion while still trading, and learn of the problem only from the court’s letter.