Commercial register filing

What it means

A commercial register filing records a company’s formation or a change of details: the director, the registered office, a member, the scope of business, registered capital.

Some changes take effect only on entry rather than on the decision: typically a change of members or capital. Others take effect on the decision and the entry merely publishes them.

Registration carries the principle of publicity: a third party may rely on what is entered in the commercial register, and the company cannot argue against it that the facts are different. If a removed director is still on the register, their signature can bind the company towards a partner acting in good faith. An entry is therefore more than a record: it decides who acts for the company externally.

How it works in practice

It is filed electronically with a qualified signature and attachments: the resolution, a notarial deed where required, consents, signature specimens. The register either makes the entry or rejects the filing.

The registry court checks the attachments formally. A missing property owner’s consent or an uncertified signature means rejection, and the filing must be repeated, fee included.

An authorised representative can file on the company’s behalf under a power of attorney, so the director needs no qualified signature of their own and no dealings with the forms. The director only signs the resolution and the attachments that require a certified signature. The representative then follows the proceedings to the entry and passes the confirmation to the company.

What to watch out for

After the entry the change must flow onward: invoices, contracts, the website, bank mandates and registrations with authorities. Those are the places forgotten until a partner or an office points it out.

Filing a change late has consequences. The registry court can impose a fine, and a mismatch between the register and reality complicates every later filing. If a new director is not entered, they cannot prove their authority with a commercial register extract at the bank or with authorities, and the company is left with nobody entitled to sign for it.