The understanding of the “registered office” has changed fundamentally with the GmbH reform of 2008: Prior to this, the company’s registered office also necessarily had to be the place of management. This link has been broken, so that the “registered office” entered in the commercial register can be different from the place of management, which is referred to as the “administrative office”.
It is thus possible to operate a company completely independently of the place of registration in the Commercial Register. In addition, the legislator at the time introduced a “domestic business address” and a “receiving agent”.
In detail, the following terms are to be distinguished in company German law:
Administrative headquarters (Verwaltungssitz):
- Place of actual management (can also be abroad)
- No longer regulated by law
- Relevant, for example, for taxation and business registration of the company
Statutory seat (Satzungssitz):
- Place in Germany determined by the articles of association.
- Is decisive for the jurisdiction of the registration court
- Applies to GmbHs and AGs
Domestic business address (Inländische Geschäftsanschrift):
- Address at which the company can be reached (does not necessarily have to be a permanent establishment), must be filed with the commercial register
- Can be at the location of the administrative or statutory seat, but this is not mandatory
- Applies to GmbHs, AGs and branches
Authorized recipient (Empfangsbevollmächtigter):
- Person authorized to receive declarations of intent and deliveries.
- Entry in the commercial register is not an obligation, but an option
- Applies to GmbHs, AGs and branches of foreign corporations
For day-to-day practice in companies, this means that a notarial report must be made to the Commercial Register for each change of the domestic business address.
If the registry court becomes aware of unnotified changes, it can enforce the notification by means of a penalty payment. It is also important to note that service can still be effected by public announcement if a company cannot be reached at the registered business address. The consequence of public service is that, for example, a lawsuit can be publicly posted in the competent court for one month and is deemed to have been served at the end of that month. A sued company thus runs the risk of not being aware of a lawsuit and receiving an enforceable default judgment.