(1) The following provisions apply to branch offices of stock corporations and limited liability companies having their seat abroad as a source of law subsidiary to section 13d.
(2) In the case of a stock corporation, the application to have the establishment of a branch office registered in the Commercial Register is to be made by the board of management, and in the case of a limited liability company, by the managing directors. When making the application, proof is to be provided of the existence of the company as such. The application also is to contain a domestic business address and an indication of the purpose of the branch office. In addition, the name and domestic address of a person authorised to receive declarations of intent and service of legal documents addressed to the company may be submitted for entry in the Commercial Register; with regard to third parties, such authorisation is deemed to continue to exist until it has been deleted from the Commercial Register and notification of the deletion has been provided, unless the lack of such authorisation was known to the third party. The application also is to indicate
1. the register in which the company is entered and the registration number, insofar as the laws of the state in which the company has its seat provides for such registration;
2. the legal form of the company;
3. the names of the persons authorised to represent the company in judicial and non-judicial matters as permanent representatives for the activities of the branch office, including an indication of their powers;
4. the state laws to which the company is subject, if the company is not subject to the laws of a Member State of the European Union or of another Contracting Party to the Agreement on the European Economic Area.
(3) The persons referred to in subsection (2) sentence 5 no. 3 are to apply for registration in the Commercial Register of any change in the identity of such persons or in the power of agency of one of these persons. If the company is not subject to the laws of a Member State of the European Union or of another Contracting Party to the Agreement on the European Economic Area, then as concerns a branch office, section 76 (3) sentences 2 to 4 of the Stock Corporation Act and section 6 (2) sentences 2 to 4 of the Act on Limited Liability Companies apply accordingly to the legal representatives of the company.
(3a) Declarations of intent and documents may be submitted to and served on the persons referred to as representatives of the company in subsection (2) sentence 5 no. 3, at the branch office’s domestic business address registered in the Commercial Register. Independently thereof, submission and service also may be effected to the registered address of the person authorised to receive such documents under subsection (2) sentence 4.
(4) The persons referred to in subsection (2) sentence 5 no. 3, or, if none have been registered, the legal representatives of the company are to apply for registration in the Commercial Register of facts regarding the opening of, or refusal to open, insolvency proceedings or similar proceedings concerning the assets of the company.
(5) Where a company establishes several domestic branch offices, the statutes or the articles of incorporation and any amendments thereto may, at the option of the company, be submitted to the Commercial Register of only one of such branch offices. In such case, the persons bound by the duty to register pursuant to subsection (2) sentence 1 are to apply to have registered in the Commercial Registers of the other branch offices the register that the company has selected and the number under which the respective branch office has been entered.
(6) The Land departments of justice ensure that the data of a share capital company that has its seat abroad, which data are received within the framework of the European System of Interconnection of Registers (section 9b), are forwarded to the court of registration having jurisdiction for a domestic branch office of the respective company.
(7) The competent court of registration confirms receipt of the data via the European system of interconnection of registers. Insofar as, at the point in time at which the data are received, the court of registration has no application in its files relating to the facts that have been notified, the court will demand that the company file an application, without undue delay, for entry in the register of the facts that have changed.