The Effect of Commercial Register Disclosure Following the Implementation of the Reformed First Directive on Company Law (Die Publizitaetswirkungen des Handelsregisters (ss. 11, 15 HGB) nach der Reform durch das EHUG)

Abstract

The reformed First Directive on Company Law was implemented through the Bill on the Electronic Registers for Commerce, Companies and Associations ('EHUG') which came into force in January 2007. The EHUG amended the core rule on commercial register disclosure, S. 15 of the German Commercial Law ('HGB'), only to a minor extent. A new s. 11 HGB extends the 'good faith' effects under s. 15 HGB which were formerly limited to entries in, and submissions to, the commercial register (hence the original data) to translations of entries and submissions. In addition, the EHUG-Bill established new obligations to publish new entries and submissions in digital form. This paper analyzes the indirect effects of the EHUG-Reform on the interpretation of s. 15 HGB that stem from the use of digital media. It assigns the leading role in determining a register user's 'Good Faith' to the commercial register's content required by the First Directive and its Germanimplementation. This includes translations since translations are to be included in the register. The same legal effects are not associated with the additional publications of the register's content.

Keywords: Publizität, Handelsregister, Reform, EHUG, Internet, Unternehmensregister, EU, commercial register, Company law, commercial law, digital media, disclosure, disclosure directive, firstdirective on company law, transparency

JEL Classification: G14, G30, K00, K20, K22, K29