|Scope:||Federal Republic of Germany|
|Legal matter:||Commercial law|
|Issued on:||May 10, 1897
( RGBl. P. 219)
|Entry into force on:||January 1, 1900|
|Last change by:||
Art. 1 G of August 12, 2020
( Federal Law Gazette I p. 1874 )
|Effective date of the
|August 19, 2020
(Art. 7 G of August 12, 2020)
|Please note the note on the applicable legal version.|
The Commercial Code ( HGB ) contains the core of commercial law in Germany . In addition to the HGB, the German Civil Code only applies to merchants in a subsidiary manner . The HGB relies primarily on legal certificates to facilitate the business to be carried out.
In addition, the HGB contains the regulations for the open trading company (OHG), the limited partnership (KG) and the silent partnership . For corporations , the HGB contains regulations on financial statements and reports. Supplementary provisions apply to insurance companies, credit institutions and cooperatives. With only a few criminal provisions, the HGB is part of ancillary criminal law .
Commercial law is currently heavily influenced by legislation in the European Union .
From 1939 onwards, the German Commercial Code was also largely applicable in Austria. On January 1, 2007, the Austrian Commercial Code (HGB) was largely amended with the Commercial Law Amendment Act (HaRÄG), ÖBGBl I No. 2005/120 and renamed the Company Code (UGB).
The forerunner of today's HGB was the General German Commercial Code (ADHGB) from 1861.
In 1894, the preparatory work for a commercial code began. The primary goal was to align the commercial law provisions with the civil code (BGB), which was already well advanced at the time. In response to the reform demands in practice, a universal codification of all commercial law was initially envisaged (so-called “big solution”), but this was soon abandoned in view of the ten years of disputes over the BGB. A first draft was published by the Reich Justice Office in 1896 . A revised second draft was passed as a Reich law on April 7, 1897 , following changes by a commission of the Reichstag . The HGB was published in the version of May 10, 1897 in the Reichsgesetzblatt and came into force on January 1, 1900 together with the German Civil Code (BGB).
The HGB is structured as follows (table of contents):
- Book: trade stand (§§ 1–104a)
- Book: trading companies and silent partnerships (§§ 105–237)
- Book: trading books (§§ 238–342e)
- Regulations for all merchants
- Supplementary rules for corporations ( stock corporations , limited partnerships on stocks and companies with limited liability ) and certain commercial partnerships
- Supplementary regulations for registered cooperatives
- Supplementary regulations for companies in certain lines of business
- Private accounting body , accounting advisory board
- Audit office for accounting
- Book: Commercial transactions (§§ 343–475h)
- Book: Maritime Trade (§§ 476 ff .; see Maritime Trade Law (Germany) )
- Persons of shipping
- Contracts of carriage
- Ship leasing agreements
- Ship emergencies
- Ship believers
- Statute of limitations
- General Limitation of Liability
- Procedural rules
Changes to the Commercial Code
The commercial code has been changed in the past by numerous article laws. Major changes have recently been made. a. by the following laws:
|year||abbreviation||Name of the law||content|
|2015||BilRUG||Accounting Directive Implementation Act||Lots of detail changes|
|2013||Law to reform maritime trade law||Redesign of German maritime trade law in Book 5 of the HGB|
|2009||BilMoG||Accounting Law Modernization Act||Deregulation and cost reduction, improving the informative value of the annual financial statements|
|2004||BilReG||Accounting Law Reform Act||Accounting according to international accounting standards and quality assurance of the audit|
|2002||TransPuG||Transparency and Publicity Act||Reform of stock corporation and accounting law|
|1998||KonTraG||Law on control and transparency in the corporate sector||Corporate governance, risk early warning system|
|1998||HRefG||Commercial Law Reform Act||Company law, company law|
|1985||BiRiLiG||Accounting Directive Act||Harmonization with EC / EU law; Implementation of the 4th, 7th and 7th 8. EC Directive|
The Chamber for Commercial Matters at the Regional Court is generally responsible in the first instance for legal disputes between merchants if one of the parties requests this or if the action is directed to the Chamber for Commercial Matters.
Matters of the commercial register are those of voluntary jurisdiction . The local courts, which also keep the commercial register, are responsible for this . In addition to the state courts, arbitration courts also play a role in practice, both nationally and internationally.
- Karsten Schmidt, in: Munich Commentary on the HGB, 3rd edition, Munich 2010, preliminary remarks on § 1 margin no. 22nd
- Hartmut Oetker, in: Claus-Wilhelm Canaris, Mathias Habersack, Carsten Schäfer (Ed.) Staub HGB, Vol. 1, 5th edition, 2009, introduction margin no. 8th.