Abolition of the commercial register block

With the new year, a new Commercial Register Ordinance also enters into force. The aim of this revision was to modernise the commercial register. As a result, this important instrument can continue to fulfil its task of providing security and efficiency in legal transactions. One major change is the abolition of the commercial register block, which is discussed in the following article.

The commercial register block was an instrument to temporarily prevent entries in the commercial register. However, it was problematic that this actually effective instrument had a very high potential for abuse, which ultimately also led to a great deal of criticism. In the non-revised regulation according to Art. 162 f. HRegV, it was possible for third parties to object to an entry. This objection then led to a block of at least 10 days and did not have to be justified. Within the 10-day period, it then had to be proven that a petition had been filed with the court to issue a precautionary block on the commercial register. If this was the case, the block usually remained legally binding until the application was duly rejected. It was therefore very easy to prevent an entry in the commercial register. Chain objections were also problematic, where several persons filed objections with the Commercial Register Office one after the other. This usually happened shortly before the 10-day deadline expired. As a result, an entry in the commercial register could be blocked for a longer period of time without justification.

The deletion of the block on the commercial register was justified on the basis of Art. 262 lit. c of the Code of Civil Procedure. Art. 262 lit. c of the Code of Civil Procedure provides a legal basis for ordering the register authorities, as a precautionary measure, to perform or refrain from performing a certain act or entry. Since a precautionary measure can also be ordered without hearing the opposing party (i.e. superprovisional), a comparable legal remedy at ordinance level can no longer be justified factually. Another argument in favour of deleting Art. 162 and 163 HRegV is that the commercial registry authorities no longer have to deal with sensitive issues relating to the blocking of the register, such as the scope of the blocking, chain blocking or valid consequence. From 1 January 2020, the person making the request must then credibly demonstrate that a claim to which he or she is entitled has been violated or that a violation is to be feared and that he or she is threatened with a disadvantage as a result of the violation. Furthermore, the measure must be proportionate. Thus, it will still be possible to order a block on the commercial register in case of urgency, but the potential for abuse has been minimised.