handelsrecht

Handelsrecht is the branch of German private law that governs commercial transactions and the conduct of merchants. It is codified mainly in the Handelsgesetzbuch (HGB) and interacts with the Bürgerliches Gesetzbuch (BGB). The area covers the status of merchants, commercial firms, the commercial register, and various aspects of business conducted in a commercial context, including rules for commercial papers and instruments such as bills of exchange and promissory notes.

A central concept is the Kaufmann, or merchant, with distinctions between Ist-Kaufmann (merchant by virtue of business), Kann-Kaufmann (merchant by operation of trade), and Form-Kaufmann (merchants by form, such as corporations). The HGB regulates the Firmenname, the obligation to register in the Handelsregister, and the publicity of business information. It also governs commercial partnerships and corporations, including Offene Handelsgesellschaften (OHG), Kommanditgesellschaften (KG), Gesellschaften mit beschränkter Haftung (GmbH), and Aktiengesellschaften (AG), with rules on representation, liability, and governance.

In addition to corporate and registry provisions, the Handelsrecht contains rules on bookkeeping and the annual accounts required of merchants. It prescribes special provisions for commercial contracts and relationships typical in business life, such as sale and carriage of goods, and regulates commercial agents (Handelsvertreter) and brokers (Handelsmakler). The regime also encompasses the transfer and payment of negotiable instruments within commercial practice.

The BGB remains applicable to non-specific civil-law matters, while the HGB provides the specialized framework for commercial conduct and merchant-specific transactions. Handelsrecht thus forms the legal backbone for German business activity, shaping domestic and cross-border trade and influencing related statutory regimes like insolvency and corporate governance.