Insights
Where is Your Company Really Based? In German Law, the Answer is Complex
If you’re doing business in Germany – or planning to – understanding the difference between a company’s seat, address, and place of management isn’t just academic.
It has real consequences for taxes, court jurisdiction, service of legal documents, and compliance.
Since the GmbH reform in 2008, the legal definition of a company’s “registered office” has changed significantly. Before that reform, the registered office had to be the same as the place where the company was actually managed. That link no longer exists. Now, it’s possible to register a company in one city and manage it entirely from another – even from abroad.
Here’s a quick breakdown of what each term means today:
🔹 Administrative Headquarters (Verwaltungssitz)
This is where the company is actually managed – where decisions are made and operations are run. It can even be located outside Germany. While it’s no longer legally defined, it’s crucial for tax residency and business registration.
🔹 Statutory Seat (Satzungssitz)
This is the official seat stated in the company’s articles of association. It must be in Germany and determines which local court has jurisdiction. It applies to GmbHs and AGs and is what you’ll see in the commercial register.
🔹 Domestic Business Address (Inländische Geschäftsanschrift)
This is the address where the company can receive official correspondence – it doesn’t have to be a place of business or management. What matters is that the company can be reached there. This address must be filed with the commercial register, and applies to GmbHs, AGs, and even branches.
🔹 Authorized Recipient (Empfangsbevollmächtigter)
This is a designated person who can receive legal documents on behalf of the company. While optional, this role can be very useful – especially for companies managed from abroad or with changing locations.
📌 What does this mean in practice?
Every time your domestic business address changes, it must be reported to the Commercial Register via a notary. If you don’t report it and the registry court finds out, you could face a penalty. Even more critically, if your company cannot be reached at its official address, legal documents can be served by public notice. That means you could be sued, not know it, and end up with a default judgment.
✅ At Greenfields, we help you navigate these legal and operational nuances – so your business stays compliant, protected, and properly structured from day one. Let’s stay in touch!