Glossary · Formation and notary

Registered office (Sitz der Gesellschaft)

Also: Sitz, Satzungssitz, Firmensitz, statutory seat

In short

The registered office is the place in Germany that the articles of association specify as the company's seat. It determines the register court at which the GmbH or UG is registered.

Registered office (Sitz der Gesellschaft) explained

The GmbH is registered with the court in whose district it has its registered office (Sec. 7 (1) GmbHG). The registered office must be in Germany (Sec. 4a GmbHG), and a German business address is also entered in the commercial register (Sec. 10 (1) GmbHG). The actual administration does not have to be at the statutory seat. For corporation tax, the tax office responsible is the one in whose district the management is located (Sec. 20 (1) AO), which is not necessarily the tax office at the registered office. Moving the registered office is an amendment to the articles of association before a notary.

Legal basisSec. 4a, 7 (1), 10 (1) GmbHG; Sec. 20 AO

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Related terms

Articles of association (Gesellschaftsvertrag)The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.Commercial register (Handelsregister)The commercial register is a public, electronically kept register of merchants and commercial companies, maintained by the register courts. Division A (HRA) lists, for example, sole traders, OHGs and KGs; division B (HRB) lists, for example, GmbHs, UGs and AGs.Corporation (Kapitalgesellschaft)In a corporation, the capital contributed is what matters, not the person of the shareholders; examples are the GmbH, UG and AG. It is a legal entity and in principle is only liable with the company's assets.Corporation tax (Körperschaftsteuer)Corporation tax is the tax on the profits of corporations such as the GmbH and UG. Until 2027 it is 15% plus solidarity surcharge, after which it falls gradually to 10% from 2032.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.

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