There are several changes in the life of a company. The changes not only involve tasks within the organization, but also administrative actions. Businesses must report these alterations to the court of registration as the company register must always contain authentic and up-to-date information about the company.
The company register contains information about the company. These include but are not limited to the name of the company, its registered office, its establishment, the appointment of the auditor and the members of the supervisory board but must also include information on the management of the company. If there is a change in these, an application for registration of the change must be submitted to the court of registration.
Take, for example, the change of the managing director. If the former managing director of the company is recalled or the managing director’s mandate is terminated, a new executive officer must be appointed. The resolution of the members on the appointment of the managing director will be the basis for the change. The deed of foundation – if it contains not only information on the first executive officer but also an up-to-date nomination for the post –, must be amended based on the resolution.
The notice of change shall be accompanied by the amended deed of foundation, the resolution on which the change is based and the declaration of acceptance of the new managing director. The court of registration will only accept the notice if all the necessary annexes have been attached by the company and the notice of change has been submitted in a proper manner.
In the notice of change, companies can also indicate the date of the change in the company data. It is important to note that only a future date (compared to the underlying resolution) can be specified as the date of the change. The Companies Act does not contain a restriction on what distant date can be marked as the date of the change.
In the absence of an indication of the date or in the case of conflicting data, the date of the change in the company data is the date of the underlying decision, in our case the decision on the appointment of the managing director.
A well-planned change registration process can be completed in as little as a week, after which you only must wait for the registration with the court of registration.
