Details Company incorporation open trading company (offene Handelsgesellschaft (oHG))
The open trading company is a partnership trading company. Its partners have unlimited liability with all their assets. Every partner may represent the company. To this extent the open trading company is very similar to the company under civil law (GbR). Due to the entry of the open trading company in the Companies Register however, it is much easier for third parties to verify that the company really exists, where its offices are and who its authorised partners are. As a result of the Register publicity, it is also much easier for an open trading company to purchase property and be entered in the Land Registry.
It is often overlooked that a commercially active company under civil law, if requiring “business operations set up by type or extent in a commercial manner” (see § 1 HGB), is already by law an open trading company, and failure to be entered in the Companies Register is punishable with a fine.
Company foundation process
The task for the foundation of the open trading company is arranged so that even at the time of commissioning, you generally provide all information that we need from you in order to prepare the documents for the foundation of the open trading company.
After commissioning, we first check the permissibility of the required company name by preliminary enquiries to the responsible court of registration and/or responsible chamber of commerce and industry. On request, we also check for conflicting brands, companies and domains.
Together with a notary, we then compile the founding documents on the basis of your information provided when commissioning us, which include the company articles of association and the Companies Register application. If the company foundation is to be carried out by an authorised representative or trustee, we also prepare the necessary authorisation or trustee contract for you. We agree all the drafts with you, and if necessary explain the contents and consequences of the relevant regulations.
If one of the partners is a foreign company, further documents are required. The court of registration requires confirmations that the foreign company exists, and who represents the foreign company. Depending on the country of origin, you require officially certified copies, an endorsement and/or a certified translation. We will then tell you which requirements apply in the individual case.
The actual company foundation takes place when the company articles of association of the open trading company are signed, and the application for foundation of the open trading company is made to the Companies Register. The application to the Companies Register is submitted electronically to the court of registration by the notary, although not the company articles of association.
Finally, the court of registration checks the application to the Companies Register, and if there are no objections, enters the open trading company in the Companies Register. In our experience, it takes only 2 to 4 weeks from the commission until entry in the Companies Register.