This document can be accessed at www.ihk-berlin.de under Doc. No. 113368

Registering a Business If you want to operate a business, you must always notify the regulatory agency (Ordnungsamt) before starting up. Which activities require notification, who is responsible for doing so, and what fees will have to be paid is explained in more detail in this leaflet. Contents

Registering a Business ..................................................................................................... 1 When is registration required? .................................................................................................................................... 2 The date on which trading begins ............................................................................................................................................... 2 Changes of business address ..................................................................................................................................................... 2 Changes of business activity or expansion into other areas .................................................................................................... 2 The closure of the business ........................................................................................................................................................ 2

1.

Who is Required to Register? ............................................................................................................................. 3

2.

Special Rules Relating to Crafts and Trades ..................................................................................................... 3

3.

Special Rules Relating to the Establishment of an Independent Branch ........................................................ 3 General information ..................................................................................................................................................................... 3 Special approval arrangements ................................................................................................................................................... 4

4.

Where Must the Business be Registered? ......................................................................................................... 4

5.

Registration Fees ................................................................................................................................................. 4

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Last updated: 17 January 2017

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When is registration required? The obligation to register your business applies as a matter of principle to businesses operating from fixed premises, which are a basic form of commercial activity run from a commercial establishment (business premises, shop, permanent sales stand, etc.). Itinerant traders (e.g., doorto-door salesmen and street traders) must also be registered, as must market traders, i.e., those taking part in trade fairs, exhibitions and markets (e.g., selling at weekly markets or funfairs). If you are operating from fixed premises, you must notify the regulatory agency of the following circumstances pursuant to Art. 14 of the Industrial Code (GewO):

The date on which trading begins You must register your business when you first start to undertake your commercial activities. This may mean the date on which you first promote your business, rent suitable premises, purchase goods or recruit employees.

Changes of business address If you move to new premises – even within the same locality – you are moving your business and must register the new address. In Berlin, this must be done at the regulatory agency (Ordnungsamt) in whose jurisdiction the new place of business is being established. If you move your business from one municipality to another (e.g., from Berlin to Potsdam), you must have it deleted from the register of the original municipality and then registered in the new one.

Changes of business activity or expansion into other areas The object of a business changes if, for instance, it transitions into another sector (such as a textile retailer becoming a furniture retailer instead). Changes within the same trade sector, such as a shift from retail to wholesale or adding a retail operation to a wholesale business, would be included in this. Whether a change in the goods or services on offer would have to be registered would depend on what was customary in the sector and in that particular locality, and the nature of the original business. In case of doubt, the IHK or the relevant regulatory agency (Ordnungsamt) should be able to help.

The closure of the business This is when a business is wound up once and for all. Partial closure does not have to be registered; neither does a temporary cessation of business on seasonal grounds, etc. In all four cases, the duty of notification applies to head offices, independent branches and dependent branches. Dependent branches include distribution warehouses and collection points (e.g., for laundries) and branches established by foreign companies, provided they are not merely exploring the market, but are also signing contracts or providing customer services. There are forms available for the different types of registration; these contain additional information. They can be obtained from the trade authorities (and in the case of Berlin, from the local authority departments (Wirtschaftsamt or Gewerbeamt of the Bezirksamt). The trader will receive a copy of

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his registration document certified by the authority. This receipt voucher is generally referred to as a Gewerbeschein (trade licence).

1. Who is Required to Register? The requirement to register depends on the legal form adopted by the company: • •

• •

If an individual runs a business, e.g., a sole proprietor, he is personally obliged to register. In the case of a business partnership (Personengesellschaft), all personally liable partners authorised to represent the company must register together. In the case of a civil law partnership (BGB-Gesellschaft (GbR)) or a general commercial partnership (OHG), this usually refers to all the partners, and in the case of a limited commercial partnership (KG) to all of the general partners. In the case of a GmbH & Co. KG (a special form of limited commercial partnership (GmbH)), the GmbH represented by its managing director must register. The managing director(s) of a GmbH is/are responsible for registering, as is the board of a joint stock company (AG). In the case of individuals and companies listed in the Commercial Register, the trade authority will generally require an extract from the Commercial Register to be submitted at the time of initial registration.

2. Special Rules Relating to Crafts and Trades In the case of crafts and trades, the trader must ensure that the business is registered with both the regulatory agency and the Register of Craftsmen (Handwerksrolle). A Master’s Certificate is a prerequisite for entry in the Register of Craftsmen. The proprietor of a business must personally have passed the master craftsman’s examination; in a business partnership, one of the partners with personal liability must have done so. In the case of a GmbH, this certificate must be held by either the managing director or a technical operations manager who does not have to be a managing director.

3. Special Rules Relating to the Establishment of an Independent Branch General information In Berlin, every type of establishment (subsidiary, independent branch, dependent branch, etc.) must register as a business. This is done by submitting a form to the commercial department (Abteilung Wirtschaft) of the regulatory agency (Ordnungsamt) in the city district where the business premises are located. If they are registering an independent branch or a dependent branch, foreign registered companies must provide evidence of their registration in their home country in a publicly certified form, together with a German translation. If the individual registering the business has powers of representation which are not referred to specifically in the extract from the Register, a certified power of attorney (together with a German translation) must be appended. © IHK Berlin Industrie- und Handelskammer zu Berlin | Fasanenstrasse 85 | 10623 Berlin

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Special approval arrangements Subsidiaries established in the case of a business requiring licensing or providing craft or trade services must comply with the same conditions under trade legislation as the parent company; this is the responsibility of the partners or, in the case of corporations, of the individuals with rights of representation. A number of special rules and regulations also apply to both independent and dependent branches in this sector: •

If an independent branch of a business providing craft or trade services is more than 100 km distant from the head office, it must have a master craftsman who is listed in the Register of Craftsmen as its representative or a technical operations manager.

•

In the case of businesses requiring licensing (estate agencies, property development agencies, etc.), the permit will be issued to the trader, i.e., the proprietor of the main branch. Licensing shall be refused or revoked if the applicant himself, or the individual charged with managing an independent branch, is not deemed sufficiently reliable to run the business.

•

Special conditions also apply to the licensing of independent or dependent branches, if the issuing of the licence depends not only on the personal characteristics of the applicant, but also on the nature of the premises (e.g., restaurants or amusement arcades). In this case, separate licences are required for the branch.

•

Compliance with professional regulations is also required, e.g., those handling poisons and pesticides or involved in the retail sale of over-the-counter medication must have a certificate of competence, or a hygiene certificate in the case of those handling certain foodstuffs.

The Chamber of Commerce and Industry is happy to provide information about the extent to which special regulations must be observed when establishing a branch. Additional information relating to the establishment of an independent branch in Berlin both generally and in terms of corporate law can be found in our leaflet on the subject (Doc. No. 18933). 18933).

4. Where Must the Business be Registered? The business must be registered with the trade authority in whose jurisdiction (district) the trader has his place of business. Berlin’s Trade Licensing Offices (Gewerbeamt) and Business Agencies (Wirtschaftsamt) can be found at the following link; they are listed in alphabetical order of the district they serve: http://www.berlin.de/verwaltungsfuehrer/wirtschaftsaemter/index.html

5. Registration Fees A fee is charged for registering a business or a change of business address and issuing the permits required under trade legislation. A sliding scale of fees applies; the actual fee charged will © IHK Berlin Industrie- und Handelskammer zu Berlin | Fasanenstrasse 85 | 10623 Berlin

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depend on the importance of the object of the business, its commercial benefit to those concerned, the workload involved for the authorities and how complicated it is for them to resolve associated difficulties, and the financial circumstances of the fee-payer (cf. Art. 5 of the Berlin Administrative Fees Ordinance [Verwaltungsgebührenordnung]). The main fees are as follows: Registration of an individual

EUR 26

Registration of a legal entity with one legal representative

EUR 31

for each additional representative

EUR 13

Change of business address

EUR 20

Licence pursuant to Art. 34c of the Industrial Code as an estate agent, loan broker or construction manager

EUR 92.03 - 1,738.39

Itinerant Trader’s Card For an indefinite period

EUR 40 - 500

Temporary, for each new year

EUR 20 - 150

Premises licence a) For an indefinite period

EUR 100 – 1,500

b) Temporary licence

EUR 50 - 500

Licence for a proxy

12.5 % of a) or b)

Temporary concession permit when taking over an existing business

12.5 % of a) or b), but no less than EUR 16.87

Permit issued for special occasions

EUR 6.14 – 153.39

Permit to change the type of business or alter the premises

525 % of a) or b)

Permit to employ staff in the catering trade

EUR 18.41 – 153.39

IHK Berlin publishes leaflets as a service for its member companies. These are intended to provide a brief introduction to the legal principles involved, and do not claim to be exhaustive. They are no substitute for the extensive advice available from a lawyer/tax advisor who has carried out a detailed assessment of your individual circumstances.

© IHK Berlin Industrie- und Handelskammer zu Berlin | Fasanenstrasse 85 | 10623 Berlin

Last updated: 17 January 2017

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