Rechtsanwalt Boris Zimmermann
We advise many clients regarding the formation of companies, including in particular by investors from outside the EU. In this context, we would like to draw attention to the following circumstance, which regularly prompts questions among our clients: false invoices in connection with the registration of a GmbH or trader in the commercial register (“Handelsregister”).
The “Handelsregister” is a public register of companies and registered traders. It contains all the important details of a business, such as name, legal form, and details about the partners or shareholders. The publication costs are levied exclusively by the local court (“Amtsgericht”).
The commercial register is important predominantly to ensure transparency in legal transactions and to protect companies’ contractual partners. The commercial register enables them to obtain prior information about a company, for instance to check if it is subject to insolvency proceedings. The entry can therefore be very important for allowing business relationships to be formed. However, it is precisely this circumstance—and the fact that the entries are publicly accessible—that confidence tricksters take advantage of.
How the fraud involving entries in the commercial register works
After their businesses have been entered in the commercial register, traders or managing directors of incorporated companies receive letters from various companies that look like invoices from the commercial register. On average, every client receives 4 + 1 invoices: 4 that look as if they come from the commercial register and are for a very large amount, and one invoice that really comes from the commercial register and shows reasonable costs.
However, these letters are not actually invoices but offers to have the business entered in an obscure database for a large amount of money (€700 and more). Under the misapprehension that these “invoices” relate to the entry in the commercial register, the invoice recipients frequently make payment without scrutinizing the invoices properly. Consequence of this error: unwanted contracts with the fraudulent businesses, which, unfortunately, often roll over from one year to the next unless they are terminated with the required notice.
Documents that imitate official letters fake authenticity
With the inclusion of officially sounding names, sections of laws, file references, transaction numbers, terms of payment, or the federal state emblem, the fraudsters give the impression that it is an official document from an authority (see photo).
The impression is reinforced by the document layout, grey recycled paper of the type used by authorities, and, as mentioned before, by using a misleading business name, such as
- “Allgemeines Gewerberegister”
- “BVA Bundesverlag Anzeiger Handelsregister”
- “Deutsches Gewerberegister” or
- “Deutscher Handelsregisterverlag AG”
The documents frequently give the impression that fees are being charged for the “electronic publication of company data”—at the same time as the court demands these (legitimately) for the publication in the register. At the same time, deletion from the register is threatened in case of nonpayment. This immediately evokes a feeling of urgency in the recipient—after all, they have just done the necessary to have the entry made (particularly if the registration of the company is required for an application for residence by a foreign managing director and their family) and deletion is therefore to be avoided!
Any note contained in the small print of the contract, stating that it only represents an offer, will hardly counter the impression made or protect against misunderstanding. The letter frequently comes with a filled-in remittance slip—made out to a foreign payee account in Spain, Bulgaria, or Montenegro, for instance. Once a transfer has been made, retrieving the money can be very difficult.
Reliable protection for our clients
Particularly for our foreign clients, whom we assist with the formation of a company in Germany / with business immigration, the initial postal exchanges are often conducted via our offices. We provide the first business address to ensure prompt handling of the company formation. That way, such scams cannot cause any harm.
If you do not wish to accept this offer, make sure to be very vigilant when receiving letters with payment demands! We shall be happy to advise you in case you have any questions—simply get in touch with us.
Are you planning to establish a company in Germany? Do you intend to obtain a residence permit for yourself and your family in connection with that? Have you received invoices from the commercial register and are unsure how to handle them? We can assist you with the formation of a company in Germany and provide advice on all questions about business immigration and applying for residence permits for businesspeople in Germany.