Handelsregister and Unternehmensregister — German KYB

A German register number without the name of its court identifies nothing. The Handelsregister is the German commercial register, kept electronically by the local courts under § 8 of the Commercial Code (HGB) and read, free of charge since 1 August 2022, through a portal the federal states run jointly. Beside it sits the Unternehmensregister, the federal platform that adds filed accounts and capital-market disclosures. For a payments firm onboarding German counterparties, the register is reliable — but its legal effect runs through publicity rules, its numbering is court-scoped, and the shareholder data a KYB analyst most wants lives in a filed document rather than in the entry itself.

1. What the Handelsregister is, and who holds it

Section 8(1) HGB is one sentence: the register is kept electronically by the courts. In practice that means the Amtsgericht — the local court — acting as register court, which is also who answers questions about what an entry says. Section 8(2) adds a useful point: no other data collection may be put into circulation under the name “Handelsregister”. A commercial data feed is not the register, whatever its interface looks like.

Section 9(1) opens the register to anyone for information purposes through individual retrieval, and lets the state justice administrations decide the electronic system for it. They chose a common register portal of the federal states, operated by North Rhine-Westphalia on behalf of all of them. Since the Digitalisation Directive implementation took effect on 1 August 2022, register extracts have been free, as the Federal Ministry of Justice announced when the change took effect.

It is an identification and publicity register: whether a counterparty may provide payment services is a question for the supervisor’s register.

2. Six registers behind one search box

The portal searches several court registers at once, and the register type is part of every identifier. The commercial register itself has two divisions under the register ordinance: A for sole traders, general and limited partnerships and EEIGs; B for stock corporations, SEs, partnerships limited by shares, limited-liability companies and mutual insurers.

Branches follow the head office. Since 1 January 2007, a German company’s domestic branches are entered on the head office’s register sheet at the head office’s court. A foreign company’s German branch is the exception: under § 13d HGB its filings and entries go to the court in whose district the branch is.

3. The court is part of the number

Register numbers are sequences kept per court and per register type. HRB 12345 exists at many courts at once; only the combination of court, type and number identifies an entity. The official model entry for the civil-partnership register is written that way — Amtsgericht München, GsR 3142.

The portal’s document tree shows folders from former registration authorities where a company moved its seat or merged, so a change of court on refresh is an event to read, not a data error. Section 11(4) of the Money Laundering Act (GwG) requires you to collect the register number where one exists; collecting it without the court collects half of it.

4. What to pull, and for which question

The portal’s terms of use list the retrieval products per entity. They are not interchangeable; write the choice into the procedure.

Two operational limits belong in the runbook. The terms of use cap usage at 60 searches or retrievals per hour, forbid systematic retrieval to build a parallel register, and offer a whitelisted IP on application for demonstrated higher need. And documents filed on paper are not in the tree: the register court can put them online on request, only for documents not older than ten years, and currently for a fee of EUR 2 per page with a EUR 25 minimum.

Section 12(2) GwG lets you verify a legal entity against a commercial-register extract, formation documents, or your own documented inspection of the register data. An AD stored with its retrieval timestamp meets the third limb; an SI file alone is weaker evidence, because the portal disclaims it.

5. Publicity: what an entry protects you against

Since 1 August 2022, § 10(1) HGB makes an entry known by its first availability for retrieval on the portal — there is no separate announcement step. Section 15 then attaches the effect, as the portal’s own legal notice summarises it:

• Negative publicity (§ 15(1)). A fact that must be registered cannot be raised against a third party until it has been entered and published, unless the third party knew it.
• Positive publicity (§ 15(2)). Once entered and published, the fact binds third parties — except for acts within fifteen days of publication where the third party proves it neither knew nor had to know.
• Incorrect publication (§ 15(3)). Where a fact was published incorrectly, a third party may rely on the published version unless it knew of the error.

For a GmbH, § 39 of the GmbH Act requires every change of managing directors, and every end of a director’s authority, to be filed for entry. The gap between a board decision and the entry is exactly where § 15(1) operates — and the protection it gives disappears the moment your file shows you knew.

6. The Unternehmensregister: accounts, disclosures, EUID

Section 8b HGB establishes the Unternehmensregister as an electronic federal register kept on behalf of the Ministry of Justice. Its own content page lists what it holds: commercial, cooperative, company and partnership register entries with their documents and announcements; accounting documents disclosed under the HGB and related statutes; capital-market publications; and insolvency court notices.

That second role is the KYB value. The common register portal states plainly that annual accounts are not available there. Under § 325(1a) HGB, a corporation’s management must transmit its accounts to the body keeping the Unternehmensregister no later than one year after the balance-sheet date. One wrinkle: the smallest companies may deposit rather than publish, and deposited accounts are retrievable only by registered users, for a fee. Set the review expectation accordingly.

Cross-border, § 9b HGB connects the register to the EU’s business-register interconnection system and assigns a European Unique Identifier to capital companies and their branches. The Unternehmensregister search accepts the EUID directly, which makes it the natural join key for a counterparty you first met through another member state’s register.

7. The shareholder list and the Transparenzregister

Under § 40 GmbHG, the managing directors must file a signed shareholder list without delay after any change in shareholders or in the size of their stakes; where a notary took part in the change, the notary files it instead. The list gives each shareholder’s name, date of birth and residence, the numbered shares held and the percentage of share capital; a corporate shareholder appears with its register court and number. Section 16(1) makes the list decisive: as against the company, only the person entered in the list filed with the register counts as shareholder.

That is legal ownership. Beneficial ownership sits in the Transparenzregister, a separate register under the GwG. Since 1 August 2021 it has been a full register: the old rule that treated an entry in the commercial register as a filing to it was abolished, so private-law legal entities and registered partnerships must notify beneficial owners directly under § 20(1) GwG. And § 23a GwG obliges you to report, without delay, discrepancies between what the Transparenzregister shows and what you have established yourself.

8. Three scenarios from a German onboarding queue

A GmbH whose new director is not yet entered. A Hamburg merchant’s shareholders replaced the managing director last week. The new director applies; the AD still names the predecessor. The rule is § 15(1) HGB with § 39 GmbHG: the change must be filed, and until it is entered the company cannot set it up against a third party who did not know — but your file now shows you do know. The analyst obtains the shareholder resolution and evidence that the filing has been made, identifies the new director, and sets a follow-up to pull a fresh AD. Outcome: onboarding proceeds on the documented change; the old director is not treated as authorised because the register lags.

A civil-law partnership after MoPeG. A two-partner GbR applies. Registration in the GsR has been voluntary since 1 January 2024, but it is a precondition for several acts: land-register entries, and under § 40(1) GmbHG a GbR can only be entered in a GmbH shareholder list if it is registered. The analyst checks the GsR. If the partnership is registered, it carries the eGbR suffix, has a court and GsR number, and is a registered partnership obliged to notify the Transparenzregister. If it is not, there is no register entry to verify against — so identification falls back to the partnership agreement and the partners. Outcome: the file records which path applied and why.

A UG with a stale shareholder list. The latest list in the DK tree shows the founder at 100%. The Transparenzregister names a different individual as beneficial owner. A share transfer needs a notarial contract under § 15(3) GmbHG, after which the notary must file the new list under § 40(2), so the analyst requests the transfer deed. A transfer with no new list is a housekeeping gap that also affects who the company recognises as shareholder under § 16(1). The beneficial owner is then determined on your own findings, and if that differs from the Transparenzregister, a § 23a report follows. Outcome: the discrepancy report goes to the Transparenzregister, not to the register court.

9. What to do, today

• Split the German key into court, type and number and reject any capture that lacks the court.
• Make the AD the default evidence, stored with its retrieval time; use the CD on periodic review and treat SI as a convenience feed, not evidence.
• Pull the shareholder list from the documents tree for every GmbH and UG; the entry itself will not give you ownership.
• Reconcile list, Transparenzregister and your own findings as three separate inputs, and route divergence to § 23a.
• Respect the 60-per-hour ceiling in batch refreshes, or apply for a whitelisted IP.
• Add GsR to the search scope for partnership counterparties and record when a GbR is unregistered.

Related: The Transparenzregister — German beneficial owners under the GwG · The Dutch Handelsregister at KVK · UBO registers compared across the EU