How can you determine whether one company is the successor of another in Germany?

Why this matters

Companies often share names, directors, or addresses. These similarities can easily give the impression that one company is the successor of another. However, in most cases this is not accurate. A true successor relationship must be documented through specific legal actions, and these actions appear in the commercial register (Handelsregister), as shown in the official register excerpt and announcements.

Understanding what constitutes a successor is the first step.

What is a successor company, and how can it be identified in the commercial register?

A successor company takes over the legal or economic position of another business. This occurs only through clearly defined legal processes, all of which must be documented in the German commercial register. The key indicators of true succession include:

• Merger
  Entries such as “The company has merged into …” or “The company has been acquired by …” clearly indicate legal succession.

• Transfer or spin-off of business operations
  Phrases like “Transfer of business operations to …” or “Spin-off to …” mean that the business has legally passed to the successor.

• Continuation of the company name (§ 22 HGB)
  If the successor continues using the former company’s name, this is another explicit succession signal.

• Change of legal form
  The legal entity remains the same while only its form changes, which also represents continuity rather than a new company.

In all these cases, the successor inherits all or part of the rights and obligations of the predecessor. Companies that only appear similar — for example, through the same directors, same address, or similar names — are not successors unless one of the above legal processes is explicitly recorded in the commercial register.

Why similarities alone are not sufficient

Although some successor companies exhibit similarities with predecessors, such similarities occur frequently between completely unrelated companies as well. Examples include:

• same directors or shareholders

• same business address

• similar or nearly identical company names

• similar business purpose

These characteristics may appear in genuine succession cases but do not prove succession.

One of the most common misunderstandings involves:

Registered office relocations

An entry such as:
“The registered seat has been moved from X to Y.”
indicates only a location change of the same company — not a successor relationship.