View more from News & Articles or Primerus Weekly

By Thomas Schwab
WINHELLER Attorneys at Law & Tax Advisors
Frankfurt

If you want to start a business in Germany, you will usually first create a company such as a GmbH. In addition to the subsequent marketing, bookkeeping and the first tax return quickly become relevant. Rights and obligations are, of course, governed by law.

However, not all founders may be aware that there are also legal regulations concerning business correspondence and communication. Companies that fail to comply with these rules may even be punished with fines.

Mandatory information on order forms, invoices and websites

As an example, § 14 of the turnover tax law (Umsatzsteuergesetz) standardizes certain mandatory information, which must be included on every invoice. On the other hand, § 5 of the telemedia law (Telemediengesetz) regulates which data the imprint of a homepage must contain if the customers addressed are German. The additional regulations applicable to GmbHs can be found in the so-called GmbH Act (GmbHG). This specifies what information is mandatory in business correspondence such as order forms.

What is considered business correspondence?

The term business correspondence seems to have gone somewhat out of fashion these days. But what exactly does it mean? In general, this means any external communication of a company relating to its business activities. The format does not matter. The term also covers faxes and e-mails. Even postcards can be business correspondence. If they are used for business communication, text messages, tweets or blog posts must also contain certain mandatory information.

Such “business activities” include, for example

  • Contract offers,
  • Contract acceptance,
  • Order forms,
  • Delivery notes,
  • Invoices and
  • Provision of, or request for information.

Advertising letters addressed to specific customers (or employees) are also included. A contract itself is not considered business correspondence, but a cover letter, sent with a unilaterally signed contract to the other party for signing, is.

Mandatory information on the business correspondence of a GmbH

The business correspondence of a GmbH must contain the following information in particular:

  • Legal form
  • Registered office of the company
  • Responsible court of registration and trade register number
  • Names of all managing directors

Where the GmbH has a supervisory board, details of this must also be provided. The stipulations for a GmbH also apply to a nonprofit GmbH. There are similar regulations for other legal forms, such as German stock corporations, and last but not least also for sole traders, partnerships and German branches of foreign companies.

What penalties can be imposed if mandatory data is missing?

If the mandatory details according to § 35a GmbHG are not provided, the trade register may impose a fine of up to EUR 5,000.

In general, the violation of this regulation also represents a violation of the law against unfair competition and action can be taken by competitors. In order not to be a target for the competition, everything in business correspondence should be legally secure. Our experts in corporate law would be happy to help you and your company with this.

 

Contact:

WINHELLER Attorneys at Law & Tax Advisors
Tower 185
Friedrich-Ebert-Anlage 35-37
60327 Frankfurt/Main
Germany
Tel.: +49 (0)69 76 75 77 80
Fax: +49 (0)69 76 75 77 810
info@winheller.com
www.winheller.com/en