Business Service

Frequently Asked Questions about Business Activities

What are business activities?

A business is any activity that is not generally prohibited and that is performed on a long-term basis to generate a profit. However, this does not include primary production (e.g. agriculture, forestry, horticulture, viticulture, cattle breeding, fishing or mining), freelance/independent professions (e.g. independent scientific research, artistic or literary activities) or the mere management of one’s own assets.

When am I considered to be a businessperson?

The registration obligations under Section 14(1) of the German Code of Trade and Commerce [Gewerbeordnung, GewO] assume self-employment and do not therefore apply to employed activities.
Being self-employed means running a business under one’s own name, i.e. taking responsibility for the business with regard to the outside world and enjoying personal and material independence with regard to the business. However, it depends on whether the activities convey an overall impression of those of an independent businessperson or of dependence on an entrepreneur (fictitious self-employment).

Which activities do not require business registration?

Business registration is, for example, not necessary for fishing companies, when establishing or relocating a pharmacy (but when running a pharmacy), when educating children for a fee (e.g. when running a pre-school or day care centre) or for the activities of lawyers, patent lawyers, notary publics (i.e. for the persons registered in the legal services register), auditors, audit firms, chartered accountants, tax consultants, tax consulting firms or tax agents. The activities of prostitutes in accordance with the German Prostitute Protection Act [Prostituiertenschutzgesetz, ProstSchG] are not considered to be business activities within the meaning of the German Code of Trade and Commerce; however, the provisions of the German Code of Trade and Commerce do also apply to the running of prostitution establishments.

When is there considered to be fictitious self-employment rather than a business?

Fictitious self-employment will be assumed if three of the following five criteria are fulfilled:

  • Approx. 5/6 of revenue is generated primarily and on a long-term basis from one client.
  • No employees subject to social security obligations have been taken on.
  • The client regularly has the respective activities performed by his/her employees.
  • The self-employed person does not display any typical entrepreneurial characteristics.
  • The external appearance of the activities corresponds to the activities previously performed for the same client within the context of an employment relationship.
Do I have to register my business under Section 14 of the German Code of Trade and Commerce if I have an itinerant business?

If you have an itinerant business within the meaning of Section 55 et seq. of the German Code of Trade and Commerce, business registration in accordance with Section 14 of the German Code of Trade and Commerce is not required for business activities outside of or without a commercial establishment. Registration obligations for the itinerant business follow from Section 55c of the German Code of Trade and Commerce. They only apply to business “traveller” activities that do not require an itinerant trade licence, since the businessperson performs these activities in the municipality of his or her place of residence or business, and this concerns the sale of goods for everyday consumption from mobile points of sale or the sale of publications on public roads. All other itinerant business activities are not subject to the registration obligations of Section 55c of the German Code of Trade and Commerce, since these either require an itinerant trade licence or another official permit.
Itinerant businesses are typically characterised by mobility, i.e. the possibility to, at least theoretically, change one’s location on the basis of changing local demand. Business activities from fixed locations, such as in stores or rented rooms, or from points of sale rented for the duration of an event, can only be considered “itinerant” if they are only used for a limited period. Running an itinerant business requires a permit in accordance with Section 55(2) of the German Code of Trade and Commerce, the so-called itinerant trade licence.

When do I have to register my business activities?

Business registration is required for the following:

  • New establishment of a business or start of business activities
  • Taking over an existing business as the acquiring person, e.g. as the buyer, lessee, heir, etc.
  • Opening another branch or dependent branch, e.g. a sales office or delivery warehouse
  • Moving a business enterprise to a new location and corresponding changes to local competence of the competent municipal business authority
  • New partner joins a partnership
  • Changes in legal form, e.g. from a sole proprietorship to a limited liability company
  • Transformation under the German Transformation Act [Umwandlungsgesetz, UmwG], e.g. through mergers, demergers, changes in legal form or asset Transfers
Who is responsible for the receipt of business registrations, re-registrations or deregistrations? Can these also be requested from chambers of commerce (Chambers of Commerce and Industry and Chambers of Crafts and Skilled Trades)?

In addition to the municipal regulatory authorities (e.g. the municipal public office or regulatory authorities), chambers of commerce are also so-called competent authorities in North Rhine-Westphalia for the seamless electronic receipt of business registrations, re-registrations and deregistrations. Registrations may be submitted electronically and seamlessly through the Gewerbe-Service-Portal.NRW. The portal will automatically determine and forward your registration to the competent regulatory authority for your local area. Irrespective of the electronic registration procedure, registrations may also be submitted to the municipal regulatory authorities (e.g. at the municipal public office or trade licensing office) in person, in writing or also by electronic means.

Opening hours of the regulatory authorities/municipal public offices?

Opening hours will vary from place to place, but details can usually be found on the website of the respective municipal authority.

Can I register, re-register or deregister my business online?

You can already register your business electronically and seamlessly through the Gewerbe-Service-Portal.NRW. Seamless re-registration and deregistration will be available as of November. Electronic procedures are possible already, as they are through the form server of the chambers of commerce.

What documents do I need to register/re-register my business?

You will only need a valid ID or an electronic residence permit (eAT) and a certificate of registration if your place of residence is not the same as your place of business.

How do I register partnerships (e.g. a civil law partnership (GbR), general partnership (OHG) or limited partnership (KG))?

For partnerships, the partners who are entitled to serve as managing directors must be stated, not the partnership itself, since it has no legal personality of its own. Therefore, every member of a partnership must submit a business registration; accordingly, if another member joins, this member must also submit a business registration and, if a member leaves, they must submit a business deregistration.
However, for limited partnerships, this normally only applies to personally liable partners (who may also be legal persons, e.g. as in the case of a limited partnership); limited partners of a limited partnership only have to submit business registrations if they are authorised to serve as managing directors.
The business registrations of every partner in a partnership must include a note providing details of the other partner(s). The first name(s) and surname(s) will suffice.

At what point can I register a legal entity (e.g. a limited liability company (GmbH) or an entrepreneurial company (UG)) or an incorporated association?

In general, the business activities of legal entities may also be registered before they have been entered into the commercial register. However, for legal entities (e.g. limited liability companies or entrepreneurial companies in the course of incorporation) that have already been established, but have not yet been entered in the respective register, the founder will be considered to be a businessperson until the register entry has been performed. In this case, a power of attorney to register the commencement of the company’s activities before its company register entry must be requested from the founders in addition to the copy of the articles of association certified by a notary public. For online registrations, the stated documents may be uploaded during the registration process.
For associations that have been established and that are to be entered in the association register, but that have not yet been entered, only the managing association members (board members) will be considered businesspersons (who must be registered) until the association has been registered.

What is a head office?

A head office is the centre of the transactions of the commercial enterprise and is located at the registered office for partnerships and legal entities (Section 106(2) Number 2 of the German Commercial Code [Handelsgesetzbuch, HGB] and Section 3(1) Number 1 of the German Limited Liability Companies Act [GmbH-Gesetz, GmbHG]). A head office is also present if there are no other branches within the meaning of Section 14(1) of the German Code of Trade and Commerce. The head office may, for example, be in the home of the person running the business (e.g. a broker). Head offices must also be registered if only the activities of the branches are managed from the head office.

What else do I have to do after registering my business?

Contact your tax office so that you will be sent your tax number promptly.

How can I get a copy of my business registration?

Please send a copy of your updated ID or updated residence permit, i.e. with the new address, to the competent municipal public office or regulatory authorities. The personal data for your business registration will be updated there.

I moved house within a municipality. What do I have to do?

According to Section 14(8) of the German Code of Trade and Commerce, business registrations must, on account of corresponding legal bases, regularly be forwarded to so-called authorised recipients. These include, for example, the Chambers of Commerce and Industry or the Chambers of Crafts and Skilled Trades on the basis of mandatory membership or, for example, because trades requiring a permit must be registered in the Register of Skilled Trades or require the issue of a craftsman’s card. Business registrations may also have to be forwarded to the emissions control or occupational safety authorities, the German Federal Employment Agency, the German Social Accident Insurance Scheme (DGUV) or in some cases to the respective register court. In case of suspicions of fictitious self-employment, data from business registrations may also be forwarded to the German Customs Office to allow them to carry out the measures required under the German Act to Combat Undeclared Work and Unlawful Employment [Schwarzarbeitsbekämpfungsgesetz, SchwarzArbG]. Furthermore, the law also specifies some additional authorised recipients who may need data from business registrations to perform their tasks.

I moved to another municipality. What do I have to do?

Please send a copy of your updated ID or updated residence permit, i.e. with the new address, to the competent municipal public office or regulatory authorities. The personal data for your business registration will be updated there.

I moved my place of business within a municipality. Do I have to do anything?

Please re-register your business and pay the required fee to the municipal regulatory authority responsible for your place of business. As of November 2018, you may also re-register your business seamlessly by electronic means via the Gewerbe-Service-Portal. The fees may also be paid electronically.

I moved my place of business to another municipality. What do I have to do?

Please deregister your business at your previous place of business, register it at your new place of business and pay the fee for the new registration to the municipal regulatory authority responsible for your place of business. As of November 2018, you may also deregister your business seamlessly by electronic means via the Gewerbe-Service-Portal. The fees for registration may also be paid electronically.

I got married. My name has changed. What do I have to do?

Please send a copy of your updated ID or updated residence permit, i.e. with the new name, to the competent municipal public office or regulatory authorities. The personal data for your business registration will be updated there.

When do I have to re-register my business?

The following activities require business re-registration:
• relocating a business site within the area of responsibility of the municipal trade licensing office
• changing or extending the purpose of the business or the business to include non-customary goods or commercial Services

 

 

 

 

 

 

 

When do I have to deregister my business?

You must deregister your business in the case of:

  • complete closure of your business
  • change of ownership under continuation of the business – for example, following a sale, succession, lease, etc.
  • relocation of a commercial enterprise into the jurisdiction of another municipal trade licensing office
  • if a partner leaves a partnership
  • changes in the legal form – for example, from a sole proprietorship to a limited liability company
  • transformation under the German Transformation Act – for example, through mergers, demergers, changes in legal form or asset Transfers.
What documents will I need to deregister a business?

You will need a valid ID or electronic residence permit (eAT).

If I want to suspend my business activities for six months to travel around the world, do I have to deregister my business?

You are only required to deregister your business if the business is closed once and for all. The German Code of Trade and Commerce does not contain any provisions that require you to inform the trade licensing office of a temporary suspension of your business activities.

Who can I contact if I need personal advice?

The STARTERCENTER NRW help in North Rhine-Westphalia with the first steps towards independence. There, founders and young entrepreneurs from all industries receive free support from one source and in one place.