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Specific company particulars in commercial E-Mail correspondence in Germany

31.01.2007 (Kö) Rechtsanwaltskanzlei Bartholl and our partners already emphasized an important change in German legislation on specific company particulars in commercial E-Mail correspondence.

Businesses in Germany were obligated already in the past to state specific company particulars in their letterhead in the course of trade. These specific company particulars need to be communicated now in all E-Mail correspondence as well. This means that all company particulars given in the letterhead have to be disclosed in every single E-Mail in the same way. The new provisions affect more than three million companies in Germany.

In January 2007 many E-Mails in commercial correspondence in Germany still have been sent without the necessary company particulars established by German law. Instead of communicating the new obligatory company particulars, many E-Mails only state incomplete specifications or even unnecessary E-Mail-disclaimers without meaning and legal relevance. We suggest setting up a plain and legally proper text module as eletronic letterhead. You should inform your colleagues and team members to pay attention to use this E-Mail module in future E-Mail correspondence.


In detail:


A. Who has to observe the compulsory company particulars?

The new German law applies to all businesses entered in the local trade register in Germany, irrespective of their company size. An exception applies to professionals who might be self-employed (who enjoy the German “Freiberufler” status), small craft industries (German “Kleingewerbetreibende”) and companies constituted under civil law (German “Gesellschaft bürgerlichen Rechts” or abbreviated “GbR”), which are not entered in the trade register.


B. We are a non-German company and operate with a subsidiary, agency and/or local branch office in Germany. Does the law apply to us?

Yes. All business activity of a registered company in Germany, including all establishments as subsidiaries, agencies and branches, is subject to the new rules.

Note: If a company operates an establishment in Germany, the principal place of business and the local registered entry number of the principal place of business have to be communicated additionally to the particulars of the establishment in Germany.


C. Is the entire E-mail correspondence involved?

The law concerning the compulsory company particulars applies to all outgoing E-mails to third parties. Every outward E-Mail, irrespective if it is an offer, inquiry, request, invoice, confirmation or other message, has to fulfill the legal requirements. Even if lawyers discuss controversy, if the particulars apply for invoices, we suggest stating the information on invoices as well. In case of doubt a third party is everyone who is not a colleague or team member within the company. We suggest setting up a plain and legally proper text module as eletronic letterhead. You should inform your colleagues and team members to pay attention to use this E-Mail module in future E-Mail correspondence.


D. Do the particulars have to be disclosed in every single E-Mail over and over again?

Yes. The compulsory particulars have to be disclosed in every single outgoing E-Mail. A mere cross reference to former correspondence, a link or a referring website is not sufficient.


E. Which are the compulsory particulars?


The appropriate compulsory particulars depend on the legal form of each business:

1. Sole trader (German “Einzelkaufmann”)

a. Full name of the company as recorded in the local trade register.
b. Companies legal form
c. Place of registered office or other establishment
d. Responsible local Amtsgericht/ Registergericht

Note: In Germany, each Amtsgericht is responsible for maintaining the Commercial Register within its area of jurisdiction.

e. Entry number in the Commercial Register



2. General commercial partnership (German “offene Handelsgesellschaft” or abbreviated “oHG”), limited partnership (German “Kommanditgesellschaft” or abbreviated „KG“ and “GmbH&Co. KG”)

a. Full name of the company as recorded in the local trade register.
b. Companies legal form
c. Place of registered office or other establishment
d. Responsible local Amtsgericht/ Registergericht

Note: In Germany, each Amtsgericht is responsible for maintaining the Commercial Register within its area of jurisdiction.

e. Entry number in the Commercial Register



3. Private limited company (German “Gesellschaft mit beschränkter Haftung” or abbreviated “GmbH”)

a. Full name of the company as recorded in the local trade register.
b. Companies legal form
c. Place of registered office or other establishment
d. Responsible local Amtsgericht/ Registergericht

Note: In Germany, each Amtsgericht is responsible for maintaining the Commercial Register within its area of jurisdiction.

e. Entry number in the Commercial Register
f. Every single director of the company with family name and at least one stated first name

Note: If the company constituted a supervisory board, and this board has a chairman, the family name and at least one fully written first name of the chairman has to be stated.

If the company is in the state of liquidation, the latter has to be announced. Instead of the directors of the company, the official liquidator has to be stated.



4. Public limited company (German “Aktiengesellschaft” or abbreviated “AG”)

a. Full name of the company as recorded in the local trade register.
b. Companies legal form
c. Place of registered office or other establishment
d. Responsible local Amtsgericht/ Registergericht

Note: In Germany, each Amtsgericht is responsible for maintaining the Commercial Register within its area of jurisdiction.

e. Entry number in the Commercial Register
f. Every single board member with family name and at least one stated first name. Furthermore the chairman of the board has to be characterised as such.
g. Chairman of the supervisory board with family name and at least one fully written first name.

If the company is in the state of liquidation, the latter has to be announced. Instead of the directors of the company, the official liquidator has to be stated.


For more information you may contact Rechtsanwaltskanzlei Bartholl by E-Mail info@ra-janbartholl.de or telephone at any time.

 

Rechtsanwaltskanzlei Bartholl
E-Mail: info@ra-janbartholl.de