The Handelsregister records who is authorised to act on behalf of a German company. It names the Geschäftsführer, the Vorstand, and any holder of Prokura. It states the scope and any restrictions on joint signature. Control, in the German corporate context, runs through these entries — and through what they do not show.
The question an international buyer asks is not only who signed the contract. The question is whether that person had authority to bind the company, whether that authority was registered, and whether any restriction on it was visible to a counterparty at the time. The Handelsregister answers the first two. The third requires reading the entry against the transaction date.
What the source showsNamed Geschäftsführer, Vorstand members, and Prokura holders with scope of authority and any joint-signature requirement. Source: Handelsregister · verified 2026-09-15 Free accessSince 01.08.2022, handelsregister.de provides register content and filed documents at no charge and without registration. Output is PDF and scanned images; no structured data feed is available. Access conditionNo registration required. No declaration of legitimate interest required for standard register content. What the source does not showBeneficial ownership, internal shareholder resolutions, side agreements limiting authority, and the identity of the economic principal behind a nominee Geschäftsführer.This register is public and free of charge. What a structured report provides is the removed path: correct company identifier, document selection across filing dates, language, cross-referencing of successive Gesellschafterlisten, and a written record of what was on file at a specific point in time.
Who appears in the Handelsregister as authorised representative
German law distinguishes three layers of authority that appear in the register.
The Geschäftsführer (GmbH) or Vorstand (AG) holds organic authority. This authority derives from appointment by the shareholders or supervisory board. The register records the name, date of birth, and whether the person acts alone or jointly with another.
Prokura is a statutory power of attorney. It authorises the holder to act in all judicial and extrajudicial matters of the business, with limited exceptions. The register records whether Prokura is sole, joint, or joint with a Geschäftsführer. Prokura is granted by the management and must be registered to be effective against third parties.
Handlungsvollmacht — general commercial power of attorney — is not registered. Its existence, scope, and revocation are internal matters. A counterparty dealing with a Handlungsbevollmächtigter cannot verify authority from the register.
The practical consequence: a transaction signed by a person holding only Handlungsvollmacht is not verifiable from public sources. The register confirms authority only for the categories it records.
What the Gesellschafterliste shows about control
For a GmbH, the Gesellschafterliste — the list of shareholders — is filed with the Handelsregister and is publicly accessible. It records each shareholder by name, the nominal value of their share, and the percentage of the registered share capital.
The Gesellschafterliste is not a real-time instrument. It reflects the position as of the most recent filing. A share transfer takes effect between the parties upon notarisation; the register entry follows. The gap between transfer and registration can be weeks or months. During that interval, the register shows the prior holder.
Since the MoMiG reform, a person listed in the Gesellschafterliste is presumed to be the shareholder for purposes of exercising rights. A buyer relying on the list for control analysis must identify the filing date of the current list and assess whether any subsequent transfer is likely.
For an AG, the shareholder register is not public. Bearer shares have been abolished for new issuances, but registered shares are held in a private register maintained by the company. The Handelsregister does not show AG shareholders.
Prokura: scope, restrictions, and what a counterparty can enforce
Prokura is the strongest form of commercial authority under German law. Its scope is defined by statute, not by the instrument of grant. A Prokurist can bind the company in all commercial matters except disposal of real property and certain acts reserved to management.
Internal restrictions on Prokura — for example, a requirement to obtain board approval before signing contracts above a certain value — are not registrable and are not effective against third parties acting in good faith. The register entry shows the grant; it does not show internal limits.
This is a structural feature of the German system, not a gap in the data. A counterparty who dealt with a Prokurist acting within the statutory scope of Prokura is protected even if the Prokurist exceeded internal authorisation. Establishing this requires reading the register entry against the transaction date.
Revocation of Prokura must be registered. Until registration, revocation is not effective against third parties who were unaware of it. Checking the register at the date of a transaction — not only at the date of the report — is therefore part of the analysis.
The Handelsregister and the chain of control
The register shows formal authority. It does not show economic control.
A Geschäftsführer may be a nominee acting under an undisclosed service agreement. The register records the appointment; it does not record the terms under which the Geschäftsführer acts or the identity of the person who instructs them. A Gesellschafterliste may show a holding company as the sole shareholder. The register does not show who controls that holding company.
Tracing control beyond the first layer requires cross-referencing the Gesellschafterliste with the Transparenzregister. The Transparenzregister records the beneficial owner — defined as the natural person who ultimately owns or controls more than 25% of the shares or voting rights, or who exercises control by other means.
Access to the Transparenzregister was restructured following the CJEU judgment in C-37/20 (November 2022). Public access is no longer available as a default. Access requires demonstration of a legitimate interest. The mechanism and the threshold for demonstrating that interest are defined by the Geldwäschegesetz and are subject to administrative interpretation. A report that states a beneficial owner from the Transparenzregister must record the access basis and the date of retrieval.
Filed financial statements and what they show about authority in practice
Annual financial statements for most German companies are filed with the Bundesanzeiger and, since the EHUG reform, linked through the Handelsregister. For a GmbH above the small-company threshold, the filed accounts include the balance sheet, profit and loss account, and notes. The management report, where required, names the Geschäftsführer and may describe significant transactions.
Filed accounts are historical. The most recent filing may relate to a financial year ending twelve or more months before the date of the report. For control analysis, the accounts are relevant where they show related-party transactions, loans to or from shareholders, or changes in the composition of management.
Small GmbHs (kleine Kapitalgesellschaften) are required to file only the balance sheet and notes, without the profit and loss account. Micro-entities (Kleinstkapitalgesellschaften) may file a reduced balance sheet only. The level of disclosure in filed accounts therefore depends on the size classification of the company.
Where the sources disagree
The Gesellschafterliste and the Transparenzregister may show different persons as the controlling party. The Gesellschafterliste records the registered shareholder; the Transparenzregister records the beneficial owner as declared by the company. Where the declared beneficial owner differs from the registered shareholder, the discrepancy is itself a finding.
The Handelsregister and the Bundesanzeiger may show different Geschäftsführer if a change was registered in one system before the other was updated. Both systems draw from filed documents, but processing timelines differ.
A report that identifies a discrepancy between sources records it as a finding, not as an error. The discrepancy is the result.
The limit of what the sources allow
The Handelsregister shows who holds registered authority. It does not show who exercises actual control.
The Gesellschafterliste shows the registered shareholder at the date of the most recent filing. It does not show the beneficial owner, the terms of any shareholder agreement, or any pledge or encumbrance over the shares.
The Transparenzregister shows the declared beneficial owner. Access requires demonstration of a legitimate interest. The declaration is made by the company; it is not independently verified by the register. A discrepancy between the declared beneficial owner and the actual economic principal is not detectable from the register alone.
Filed financial statements show historical figures. They do not show transactions that occurred after the balance sheet date or that were not required to be disclosed under the applicable size classification.
Internal documents — shareholder resolutions, service agreements with the Geschäftsführer, side letters, pledge agreements — are not filed and are not accessible from public sources. The ceiling of what the sources allow is stated before payment.
Scope and fixed price
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Current Handelsregister extract: named Geschäftsführer or Vorstand, Prokura holders, scope of authority, joint-signature requirements; current Gesellschafterliste with shareholder names and share percentages; identification of filing date and gap analysis | Transparenzregister beneficial owner; filed financial statements; historical authority chain; cross-border holding structure |
| Standard | €2,850 | All Signal content; Transparenzregister search with access-basis record; filed financial statements for the most recent available period; identification of discrepancies between sources; timeline of authority changes over the past three years | Internal shareholder agreements; pledge or encumbrance search; management report analysis; legal qualification of findings |
| Extended | €6,300 | All Standard content; full historical authority chain from incorporation or from a specified date; cross-referencing of successive Gesellschafterlisten; analysis of filed accounts across multiple periods; identification of related-party transactions disclosed in notes; written summary of source discrepancies and their significance for the transaction | Legal advice; enforcement action; representation; any finding requiring access to non-public documents |
FAQ
What is the difference between a Geschäftsführer and a Prokurist? A Geschäftsführer holds organic authority derived from appointment by the shareholders. A Prokurist holds a statutory power of attorney granted by management. Both are registered in the Handelsregister. The Geschäftsführer's authority is broader; the Prokurist's authority is defined by statute and cannot be restricted against third parties by internal instruction.
Can a Prokurist bind the company without shareholder approval? Within the statutory scope of Prokura, yes. Internal approval requirements are not effective against third parties acting in good faith. The register entry at the date of the transaction determines what a counterparty could have verified.
Does the Handelsregister show the beneficial owner of a GmbH? No. The Gesellschafterliste shows the registered shareholder. Beneficial ownership is recorded in the Transparenzregister, which requires a separate access procedure and demonstration of legitimate interest.
How current is the Gesellschafterliste? The list reflects the most recent filing. A share transfer takes effect upon notarisation; registration follows. The gap between transfer and registration can be weeks or months. The filing date of the current list is recorded in the report.
What does the report record when sources disagree? The discrepancy is recorded as a finding. Where the Gesellschafterliste and the Transparenzregister show different controlling parties, both entries are reproduced with their respective dates, and the gap is identified.
Is the Handelsregister content in German only? Yes. All filings are in German. The report provides translated summaries of relevant entries with the original German text reproduced for reference.
Sources
Handelsregister — handelsregister.de — extracted 2026-09-15
Transparenzregister — transparenzregister.de — access conditions verified 2026-09-15
Bundesanzeiger (filed financial statements) — bundesanzeiger.de — extracted 2026-09-15
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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Katharina Berg — Partner, Central Europe, VLO Law Firm
