Introduction to the Account Statement
The account statement is an indispensable tool for commercial agents to make the calculation of their commissions transparent and comprehensible. According to § 87c paragraph 2 of the German Commercial Code (HGB), the business owner is obliged to provide the commercial agent, upon request, with an account statement containing all relevant contract data of the mediated transactions. This regulation also corresponds to Article 12 paragraph 2 of the EC Directive 86/653/EEC and has repeatedly been confirmed by the Federal Court of Justice (BGH).
The account statement enables the commercial agent to verify his commission claims in detail and, if applicable, to assert further claims, such as follow-up commissions. Especially in the area of commission accounting, the account statement is a central legal instrument that provides the commercial agent with the necessary transparency to enforce his rights against the business owner. The BGH jurisprudence emphasizes that the right to an account statement is a fundamental right of the commercial agent and must not be restricted. Only in this way can it be ensured that the calculation of commissions is performed correctly and that the commercial agent can thoroughly verify his claims.
Right to Information Also in Case of Spin-off – BGH, Case No. VII ZR 248/23
A commercial agent also has the right to an account statement if the company undergoes restructuring and a part of the company has been spun off. The right to information also remains valid against the new company, the BGH clarified in its decision dated April 2, 2025 (Case No. VII ZR 248/23).
In corporate law, however, different constellations may arise that affect the right to information. According to § 87c paragraph 2 HGB, a commercial agent is entitled to an account statement that contains the contract data of his mediated transactions. The account statement is important not only for checking the paid commissions but also for asserting possible follow-up commissions or compensation claims. In this respect, the BGH’s decision that the right to information also exists against a new company that has taken over the customer relationships is of great significance, according to the law firm MTR Legal Rechtsanwälte, which advises, among others, in commercial law.
Right to Information After Restructuring
The BGH had to decide the question of whether a commercial agent still has the right to an account statement and information after a company restructuring even if he has not concluded a contract with the newly formed company itself.
In the underlying case, a former commercial agent requested information and an account statement about transactions he mediated for a company between 2017 and 2020. The background was that the commercial agent wanted to verify whether he was still entitled to outstanding commission payments and whether he could assert a compensation claim pursuant to § 89b HGB after termination of the commercial agency contract. However, the problem was that the company was restructured in 2017. In doing so, the operational division for which the agent was active spun off from the company. The commercial agent was of the opinion that the spun-off company was liable for his claims since it had taken over the rights and obligations from the commercial agency contract. The new company, on the other hand, did not consider itself obliged to provide information because it had not concluded a contract with the commercial agent itself. In such corporate law constellations, however, special requirements apply to the duty to inform, particularly regarding the legal prerequisites and deadlines to be observed when asserting the claim.
Information and Documentation
For the preparation of a proper account statement, a complete and careful documentation of all commissionable transactions by the business owner is indispensable. The account statement must contain all information relevant to the calculation and due date of the commission – this includes, in particular, details on the amount of the commission, the date of the transaction conclusion, as well as the respective customers and goods. The business owner is obliged, upon request, to provide the commercial agent with all necessary information and to deliver a clear, comprehensible overview of the commissionable transactions.
The account statement must not be confusing or incomplete but must enable the commercial agent to effectively review the commission accounting. If there are doubts about the accuracy or completeness of the information, the commercial agent has the right to request access to the books in order to verify the accounting in detail. Transparent documentation and the regular exchange of information between the business owner and the commercial agent are therefore of central importance to avoid misunderstandings and disputes over commission accounting. Companies should therefore carefully record all relevant data and make it available to the commercial agent promptly to ensure a smooth and fair settlement of commission claims.
Account Statement Essential for Further Claims
The BGH made clear that the claims for information and account statements are not limited to the immediate commission accounting. They also serve to prepare other claims, in particular the compensation claim after the termination of the contract. Such a compensation claim under § 89b HGB is intended to ensure that commercial agents receive appropriate compensation for the economic value they have provided a company through the mediation of lasting customer relationships. To enforce this claim, however, the agent must be able to understand to what extent and for which customers they have mediated business and how these customer relationships have developed after the end of the contract. For this purpose, they need the account statement.
The Karlsruhe judges referred the case back to the appellate court. This court must now examine whether the new company actually took over the relevant customer relationships and thus economically stepped into the footsteps of the original company. Courts regularly emphasize the importance of the account statement for the effective enforcement of commercial agents’ claims and make it clear that companies are obligated to provide it if the legal requirements are met. If this is affirmed, the claim to receive the account statement also exists against the new company.
Position of the commercial agent strengthened
With this decision, the BGH has strengthened the position of commercial agents vis-à-vis companies. Restructurings of companies in the form of splits, mergers, or spin-offs must not undermine agents’ rights. Furthermore, the ruling is also a clear indication of the importance of the company’s documentation obligations. The BGH clarifies that existing agency relationships must also be taken into account when operating units are spun off.
The BGH further points out that it is not decisive for the commercial agent’s right to information whether there is a direct contract with the new company, but whether the new company continues to benefit from the original mediation activity.
The decision also makes clear that the account statement not only serves to verify the accounting but is a key instrument enabling the commercial agent to enforce their statutory claims. Companies employing commercial agents should be aware of these obligations even in corporate restructurings. In disputes or restructurings, there are various options for commercial agents and companies, such as targeted contract design, structured approaches, or initiating negotiations to secure their respective rights and claims. Commercial agents, in turn, gain a strong argument from this decision to assert their rights even against new or acquiring companies.
MTR Legal Rechtsanwälte advises on commercial agency law and other topics of commercial law.
Feel free to contact us!
