Commercial companies are obliged, among other things, to register their company name in the commercial register. The company is the name of the company under which it conducts its business.
Change of the GmbH only by shareholder resolution
- If you want to rename a GmbH, the company is already entered in the commercial register under a specific company name. This naming was the subject of a shareholders’ meeting in which the shareholders of the GmbH decided what the company should be called.
- You can therefore only rename the GmbH by changing the articles of association. To change the articles of association, you must convene a shareholders’ meeting in which the majority of the shareholders decide on the change of the GmbH name.
- As managing director, you have to convince the shareholders of the need to rename the GmbH. The resolution must be recorded. If the majority refuses to change the name, the existing name will remain.
Rename the company and register in the commercial register
- You now have to register and register this amendment to the articles of association with the commercial register. The person who conducts the commercial transaction in the specific case is obliged to register. In the GmbH, this is usually the managing director. He alone is authorized to act.
- You cannot register in the commercial register yourself, but must have it notarized by submitting the minutes of the shareholders’ meeting. The notary then carries out the registration with the commercial register.
- Observe the principles of company naming. The commercial register only refuses entry if a company is clearly suitable for deception.
- The registry court will not examine the requested name change ex officio for compatibility with the principle of company truthfulness unless a violation is apparent at first glance. The test is only carried out in a rough grid. As a result of the reduced audit standard, it is consciously accepted that a company is increasingly exposed to subsequent defensive claims from other bearers of the name.
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