The year 2021 sees new company law obligations for companies and employers. We outline some of these here.
Please note that some new obligations need to be fulfilled immediately and others require careful planning during the year to avoid complications or fines.
Additional information to be registered in the Commercial Register
A company (i) in which a foreign person appears in the function of, for example, proxy holder, management member, or branch head, or (ii) which has foreign shareholders, must register these people’s personal details, such as a foreign birth number or passport number, in the Commercial Register. These changes can be made now. After 1 October 2021, it will become mandatory to enter these details in the Commercial Register on the next application. In any case, the details must be entered by 30 September 2022.
Registration of branch office details
By 30 September 2021, all branches must confirm to the Commercial Register by means of an application that all registered information is correct or, alternatively, submit an application of amendment regarding all out-of-date information. If they fail to do this, they will be deleted from the Commercial Register.
Cancellation of the restrictions on action of a statutory body
Restrictions on the actions of a managing director – which mean, for example, he or she may only act together with a proxy holder, or only carry out legal transactions up to a certain value – are no longer permissible. Companies that have entered such a restriction on the managing director’s actions in the Commercial Register must apply to delete the restriction. They must do so as part of the next application for registration of changes, but no later than 30 September 2021. If they fail to do this, any application by the company to enter any changes in the Commercial Register will be rejected.
Restrictions on shareholders and managing directors in compulsory executions
Only a person who is not entered in the Execution Register as an “obligor” may be the managing director, or purchaser of a shareholding. Entries in this register may prevent the intended transfer of a shareholding or the appointment of a new director.