Handelsgesetzbuchs

Handelsgesetzbuch (HGB) is the central codification of German commercial law. Adopted in 1897 and entering into force on January 1, 1900, it forms part of private law and works alongside the Bürgerliches Gesetzbuch (BGB). The HGB provides the specific rules governing merchants, commercial enterprises, and business transactions, shaping how business is conducted, documented, and enforced in Germany.

Scope and content: The HGB regulates the legal status of merchants and commercial entities, including partnerships such as the offener Handelsgesellschaft (OHG) and Kommanditgesellschaft (KG), as well as corporations like the Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH). It covers commercial transactions, trade practices, and the formation and operation of businesses. Key areas include the commercial register (Handelsregister), bookkeeping and the preparation of annual financial statements, the rights and duties of merchants, and the rules on representation, such as the Prokura (special power of attorney). The code also addresses negotiable instruments (bills of exchange and promissory notes) and certain aspects of transport and agency contracts within a commercial context.

Relation to the BGB: As a lex specialis, the HGB provides detailed rules for commercial matters that supplement the general civil code. Where both texts apply, the HGB governs commercial transactions and the status of merchants, while the BGB covers non-commercial civil law.

Relevance and revisions: The HGB remains in force and has been amended numerous times to reflect contemporary business practice, corporate governance, and economic developments. It remains a foundational reference for lawyers, judges, and businesses in Germany.