Mandatory information on business letters

Companies entered in the Commercial Register must observe statutory regulations when designing their business letters. The legally-required details are intended to enable business partners to obtain information on the company’s key circumstance s right from the start of a business relationship.

What is a business letter?

Business letters (outgoing messages) generally encompass the following:

  • all external correspondence, i.e. any written communication addressed to one or more recipients;
  • for example, offers, order and enquiry confirmations, order forms, invoices, receipts, price lists, etc.
  • On 01.01.2007, by inserting the words “in any form” in section 37a of the German Commercial Code (HGB), section 80 of the German Stock Corporation Act (AktG), section 35a of the German Law on Limited Liability Companies (GmbHG) and section 125a HGB (section 177a HGB), the German legislator clarified that the disclosure obligation exists irrespective of the external form of the business letter (e.g. email, fax, postcard, etc.).

Not considered business letters:

  • internal correspondence between individual departments, offices, subsidiaries and branches of a company;
  • all messages addressed to an indeterminate group of people, e.g. promotional literature, direct mail and newspaper advertisements;
  • notifications which are usually made on a printed form, such as delivery notes, dispatch notes, repair collection notifications, etc.
Note: Every document that is suitable in each case for establishing the first written contact between the business partners must contain the information required by law for business letters. This also applies to an invoice, for example, if this is the first document that is exchanged between the business partners (for example, after an order has been placed by telephone).

Who must provide which mandatory information?

Sole traders registered in the Commercial Register

In accordance with section 37a HGB, all business letters of sole traders must contain the following information:
  • the company name, which must correspond with the wording entered in the Commercial Register;
  • the legal-form suffix eingetragener Kaufmann (“registered merchant”), eingetragene Kauffrau (“registered [female] merchant”) or a generally understandable abbreviation of the designation such as “e. K.”, “e. Kfr.”, “e. Kfm.”;
  • the location of its trading office;
  • the register court;
  • the number under which the company is registered in the Commercial Register,

OHG and KG

The business letters of a general partnership (oHG) and a limited partnership (KG) must contain the following information in accordance with sections 125a and 177a of the German Commercial Code (HGB):
  • the company name in full, which must correspond with the wording entered in the Commercial Register;
  • the legal form of the company (oHG or KG)
  • the location of the company’s registered office (e.g. Berlin)
  • the register court of the registered office of the company (e.g. Charlottenburg District Court)
  • the number under which the company (in this case the oHG or the KG) is entered in the Commercial Register (e.g. HRA 10 000)

Stock corporation (AG)

According to section 80 of the German Stock Corporation Act, stock corporations must provide the following information on all individually addressed business letters (also on order forms) in any form:
  • the corporate name of the company in accordance with the wording entered in the Commercial Register
  • the legal form of the company (AG)
  • the location of the company’s registered office (e.g. Berlin)
  • the register court of the registered office of the company (e.g. Charlottenburg District Court)
  • the number under which the company is entered in the Commercial Register (e.g. HRB 60000)
  • all the members of the board (the chairman of the board must be designated as such) with their family name and at least one written first name
  • the chairman of the supervisory board with their surname and at least one full first name.
Information on the company’s capital is not mandatory, but permissible. If information is provided on the company’s capital, the share capital and, if the nominal amount or the higher issue price of the shares is not fully paid up, the total amount of the outstanding contributions must be stated in each case.
If the joint-stock company is in liquidation, the above data must also be provided. Instead of the members of the management board, all the liquidators must be listed with their surnames and at least one full first name. It must also be indicated in the company name that the company is in liquidation (ABC AG i. L.).

Limited liability company (GmbH) / entrepreneurial company (limited liability)

According to section 35a of the GmbH law, a limited liability company (GmbH) and an entrepreneurial company (limited liability) must provide the following information on all business letters of any form:
  • the corporate name of the company in accordance with the wording entered in the Commercial Register
  • the legal form of the company, e.g. GmbH, Unternehmergesellschaft (haftungsbeschränkt) or UG (haftungsbeschränkt)
  • the location of the company’s registered office (e.g. Berlin)
  • the register court of the registered office of the company (e.g. Charlottenburg District Court)
  • the number under which the company is entered in the Commercial Register (e.g. HRB 50 000)
  • all the directors, including stopgap directors and deputy directors, with the surname and at least one written-out first name.
If the GmbH has formed a supervisory board and if the supervisory board in turn has a chairman, the chairman of the supervisory board must be included with their surname and at least one forename written out in full. If the company has formed an advisory board or administrative board which performs the duties of a supervisory board (the name of the executive body is unimportant), the surname and at least one written-out first name of the chairman of the advisory board or administrative board must also be stated in this case.
Where information is provided on the share capital, the amount of the share capital and the total amount of the outstanding, i.e. not yet paid-in, contributions must be specified.
According to section 71 para. 5 of the GmbH law, in the event that the GmbH is in liquidation, the aforementioned information must be provided accordingly. Instead of the directors, all the liquidators with this function designation must be indicated; in addition, it must be pointed out that the company is in liquidation (e.g. XYZ GmbH i.L.).

GmbH & Co KG, AG & Co KG, GmbH & Co OHG, AG & Co OHG

According to sections 125a and 177a of the German Commercial Code (HGB), companies in which – with the exception of limited partners – no shareholder is a natural person (in particular GmbH & Co. KG, AG & Co. KG, GmbH & Co. OHG, AG & Co. OHG) must provide the following information on all business letters (including, for example, order forms) in any form:
  • the company name in full, which must correspond with the wording entered in the Commercial Register; the legal form of the company (e.g. GmbH & Co KG, AG & Co KG, GmbH & Co OHG, AG & Co OHG)
  • the location of the company’s registered office (e.g. Berlin)
  • the register court of the registered office of the company (e.g. Charlottenburg District Court)
  • the number under which the company (in this case the oHG or the KG) is entered in the Commercial Register (e.g. HRA 10 000)
  • the companies of the personally-liable partners, i.e. generally GmbHs or AGs, which have assumed the function of personally-liable partners but not of limited partners (e.g. Komplementärin: XYZ GmbH).
Furthermore, the company’s business letters must for the personally-liable partners (GmbH or AG) also include the information that these companies in turn are obliged to provide pursuant to section 35a GmbHG or section 80 AktG, in other words:
  • the company name in full, which must correspond with the wording entered in the Commercial Register
  • the legal form
  • the registered office
  • the register court of the registered office of the company
  • the number under which the company is registered in the Commercial Register
  • the names of all – including deputy – directors or members of the executive board, each with their surname and at least one written-out first name
  • the chairman of the supervisory board with their surname and at least one full name (every time in the case of a stock corporation, in the case of a GmbH if a supervisory board has been formed and this has a chairman)
  • Where information is provided on the share capital, the amount of the share capital and the total amount of outstanding contributions not yet paid up must be stated.

Tradesmen who are not registered in the Commercial Register

For small traders including sole proprietors and companies under civil law, until the end of March 2009 section 15b of the German Trade, Commerce and Industry Regulation Act (Gewerbeordnung, GewO) was the central commercial-law regulation that stipulated the mandatory information to be included on business letters. According to the latter, sole proprietors had to indicate on all business letters their surnames with at least one written-out first name and their address for service of process. The same applied to partnerships under civil law (GbR), which on their business letters had to list all partners with their surnames and at least one written-out first name.
Section 15b GewO was repealed at the end of March 2009 by the Third Law to Relieve Small and Medium-Sized Businesses. As a result, there is currently no longer any central commercial-law regulation for the mandatory information to be disclosed by small traders. However, it is still necessary to provide the above information on business letters, also as a result of other legal regulations, such as the Competition Law and section 2 of the Service Information Requirements Ordinance (DL-InfoV).
We therefore strongly advise small traders to continue to include the mandatory information previously regulated in section 15b GewO in their business letters. If a small trader has an independent business or establishment name (e.g. a restaurant called Zum goldenen Hirsch), they are still obliged to include the above-mentioned mandatory information in their business letters. Merely including the business name is insufficient.

Independent branches

Independent branches are branches that are physically separate from the main site, are additional focuses of the company intended to exist for a long time, and are entered in the Commercial Register. Despite their internal dependence on the main branch, they participate independently in business transactions. In business letters, the branch must state its company name in full. This may be the same as or different from the name of the main branch, in which case a reference to its branch status (Zweigniederlassung) should be included (e.g.: ABC GmbH Zweigniederlassung Frankfurt; XY Dienstleistungen Zweigniederlassung der ABC GmbH). The register in which the branch is registered must also be indicated. In addition, the other mandatory information required for the respective legal form of the main branch must be provided. The additional indication of the main branch is desirable, but not required by law. Domestic branches of foreign companies must provide certain minimum information on business letters in their domestic correspondence:
  • the register in which the branch is registered
  • the register number
  • the name of the foreign company in full including its legal form
  • the register of the foreign company
  • the information on business letters required by German law for the respective legal form, unless foreign law prescribes otherwise
The following information must be provided on the commercial documents of foreign legal entities outside the EU or EEA: company name, place and state of the statutory seat of the company, legal representatives (surname with at least one first name).

Dependent branches

These are branches or branches of a company that are set up as geographically-separate business premises, but are dependent on the main branch. They therefore with the main branch form a unified business operation and accordingly cannot have a company name that differs from that of the main branch. The business letters of the subsidiary branch must therefore contain information on the registered office (company, register court and Commercial Register number). In addition, the words Zweigstelle Berlin (Berlin Branch) can be used. If the company is not registered in the German Commercial Register, the registration details of the foreign company must be included.

What are the possible consequences if mandatory information is missing from a business letter?

The register court may impose a fine to ensure compliance with the rules on information to be included on business letters. Although the individual fine may not exceed an amount of EUR 5,000, it may be imposed several times if the mandatory information is still missing.
The purpose of the mandatory information on business letters is to provide business partners with key information and to enable them to obtain register court information. They therefore constitute a market conduct rule in the interest of market participants. Whether the missing information also constitutes an anticompetitive violation pursuant to section 4 no. 11 of the Unfair Competition Act (UWG) depends on a case-by-case examination. However, an infringement is usually not likely to significantly harm the interests of competitors, consumers or other market participants. Violations of the mandatory information requirements on business letters may, however, in individual cases constitute deception (section 5 para. 1 sent. 2 no. 3 UWG, section 5a para. 3 no. 2 UWG) and possibly trigger civil claims for damages.
For this reason, compliance with the mandatory information on business letters is recommended in order not to leave oneself open to attack by competitors and to protect oneself against the threat of a fine.

How is the mandatory information to be presented on the business letter?

Each company can decide for itself how it wishes to graphically present the information on its commercial documents. There are no specific rules for this. As a rule, however, the legal-form addendum, registered office, register court and Commercial Register number are placed in a footer and the company name in the letterhead. Additional information can naturally also be provided. In addition to the exact address, telephone and fax numbers (if applicable, email address and Internet address), we recommend that you also provide bank details (with the bank sort code) and the VAT number.
Please note that for the deduction of input tax, the tax number or the VAT number must be included on all invoices.

IHK Berlin publishes professional articles 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.