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Starting point of the decision
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For corporations, a business address must be stated in the commercial register. In practice, the question sometimes arises whether the private residential address of a managing director may also be registered as the business address and whether an additional “c/o” (care of) note in relation to the managing director’s name is permissible. The Higher Regional Court (Oberlandesgericht) of Hamm addressed this constellation (decision of 16 August 2017, case no. 27 W 216/16).
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Registration of the business address in the commercial register
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Purpose and function of the business address
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In the context of register law, the business address serves in particular to provide an address at which service of documents can be effected for the company. This documents the company’s reachability in legal dealings and enables the service of documents.
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Requirements for the address
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At its core, what matters is that the address ensures actual reachability and that service can be effected there. The register-law entry is intended to reflect a reliable contact and service address for the company.
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The “c/o” addition when stating the managing director’s residential address
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Disputed issue: permissibility of the addition
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The subject of the proceedings was whether a GmbH’s business address may be registered at the managing director’s residential address with a “c/o” notation. The “c/o” addition typically indicates that mail is directed to a person or place that acts as the receiving point.
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Register-law assessment by the OLG Hamm
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The OLG Hamm addressed whether such an addition is capable of being entered within commercial-register practice. The focus was on whether the chosen form of addressing impairs the ability to effect service and the reachability of the company that are relevant under register law, or whether the addition impermissibly qualifies the function of the business address.
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According to the decision, what is essential for the register-law assessment is whether the stated address is suitable as an address of the company at which service can be effected. From the register’s perspective, the “c/o” addition can become significant if it creates the impression that this is not the company’s own business address, but merely a “receiving address” without reliable company-related reachability.
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Classification of the decision in register practice
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Differentiation between service address and business address
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The decision makes clear that the information in the commercial register is not intended merely to reflect any arbitrary postal address. The decisive point remains that legal dealings find an address at which the company is actually reachable and where service is not only formally but reliably possible.
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Significance of actual reachability
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In connection with the managing director’s residential address, the actual handling comes to the fore: the register-law function of the business address is fulfilled when company-related communication and service can in practice be handled at that address. The “c/o” addition can be understood here as an indication that does not make the attribution of the address to the company appear unequivocal.
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Concluding remark by MTR Legal Rechtsanwälte
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The decision of the OLG Hamm shows that questions concerning commercial-register entries – in particular regarding the business address and the design of address additions – are closely tied to the register-law purposes of serviceability and public notice and can lead to delineation problems in practice. If there is a need for legal clarification in connection with the registration or change of a business address, an accompanying classification as part of legal advice in commercial law by MTR Legal Rechtsanwälte may be considered.
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