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  3. Law (general)

Gesellschaftssitz

English translation: registered office

20:20 Jul 7, 2019
German to English translations [PRO]
Bus/Financial - Law (general) / Company law: Text is from the Switzerland, etc. area but there is no Swiss particularity involved here
German term or phrase: Gesellschaftssitz
Hi,

I understand this means (EN-GB) Head Office here (which would backtranslate as Stammsitz/Hauptsitz/Hauptgeschäftssitz in my book)? Is that right? Nothing to with registered office or anything? I mean how can you lay out your main corporate paperwork at something as abstract as a registered office, technically speaking? Or is my source language speaker perspective to tunnel-visioned, culturally?

DE:
Die Generalversammlung findet am Gesellschaftssitz oder an einem anderen, vom Verwaltungsrat zu bestimmenden Ort statt.
Die ordentliche Generalversammlung findet alljährlich innerhalb von vier Monaten nach Abschluss des Geschäftsjahres statt; spätestens zwanzig Tage vor der Versammlung sind der Geschäftsbericht und der Revisionsbericht den Aktionären am Gesellschaftssitz zur Einsicht aufzulegen.

Question is somewhere between PRO and Non-PRO, I guess.

Cheers,

Sebastian Witte
Sebastian Witte
Germany
Local time: 10:00
English translation:registered office
Explanation:
Following my discussion box entry above, I thought I'd better get on and post it as an actual answer!

We know that 'Gesellschaftssitz' can be translated as 'registered office' - that's not the issue here. The question is rather, can meetings be held in a registered office? I'd suggest yes.

I think there's no reason why the registered office shouldn't be where the AGM is held (provided it's an actual office, rather than a placeholder address [accountant's address, PO box etc.]

See e.g.
General Meetings are held at the Company’s registered office or at the place specified in a notice of the General Meeting

(https://en.kruk.eu/investor-relations/kruk-group/rules-for-c...
Selected response from:

Jennifer Caisley
United Kingdom
Local time: 09:00
Grading comment
It's about time I closed this question. Thank you everybody, an interesting discussion indeed.
4 KudoZ points were awarded for this answer



Summary of answers provided
4 +4registered office
Jennifer Caisley
5registered office
Mark Possemiers
4 +1Corporate headquarters
Michael Martin, MA
5company headquarters
Cillie Swart
2 +1(Anglo-Am) Principal place of (a *partnership*, association or company) business
Adrian MM.
Summary of reference entries provided
Sitz
Kim Metzger

Discussion entries: 6





  

Answers


9 mins   confidence: Answerer confidence 5/5
registered office


Explanation:
that at least is how I always translate it :-)

Mark Possemiers
Spain
Local time: 10:00
Meets criteria
Specializes in field
Native speaker of: Native in EnglishEnglish

Peer comments on this answer (and responses from the answerer)
neutral  writeaway: very convincing refs to back 100% confidence
1 hr
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23 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +4
registered office


Explanation:
Following my discussion box entry above, I thought I'd better get on and post it as an actual answer!

We know that 'Gesellschaftssitz' can be translated as 'registered office' - that's not the issue here. The question is rather, can meetings be held in a registered office? I'd suggest yes.

I think there's no reason why the registered office shouldn't be where the AGM is held (provided it's an actual office, rather than a placeholder address [accountant's address, PO box etc.]

See e.g.
General Meetings are held at the Company’s registered office or at the place specified in a notice of the General Meeting

(https://en.kruk.eu/investor-relations/kruk-group/rules-for-c...

Jennifer Caisley
United Kingdom
Local time: 09:00
Meets criteria
Native speaker of: Native in EnglishEnglish
PRO pts in category: 12
Grading comment
It's about time I closed this question. Thank you everybody, an interesting discussion indeed.

Peer comments on this answer (and responses from the answerer)
agree  writeaway: I now see you posted it in the dbox before someone else answered. No doubt about it-this is the translation
52 mins
  -> Thank you! (and apologies for the confusion caused by my delayed answer!)
agree  Joe France
11 hrs
  -> Thank you!
agree  Birgit Gläser
16 hrs
  -> Thank you!
agree  AllegroTrans
1 day 11 mins
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1 hr   confidence: Answerer confidence 2/5Answerer confidence 2/5 peer agreement (net): +1
(Anglo-Am) Principal place of (a *partnership*, association or company) business


Explanation:
May not be the same as the Hauptsitz.

See the first web ref. of a *Sitz der Gesellschaft* (different in substance?) and alluding to the 'seat' or domicile of a co. or of a *partnership*, the latter not a body corporate in Anglo-Am terms. but a collection or 'motley crew' of indivdiuals, so misleading to label the latter Hauptsitz as a 'corporate HQ'.

(Principal) place of business (PPB), surely, is wide enough to embrace an area or a single office or building of a co., partnership or of an *unincorporated association*.

Anyway, I can't actually work out 1. if this means the domicile as the 'area of ops.' of the entity, namely whether the GS is a whole district - unlikely with the wording of 'am Gesellschaftssitz zur Einsicht aufzulegen' > to be laid open for inspection at the PPB etc.

2. is of a Kapitalgesellschaft, namely a ltd. co with a reg. off. or

3. of a Swiss 'einfache Gesellschaft' (see the Swiss kleiner Merkur textbook of Swiss law) like an association or of a Personengesellschaft like a KG, KGaA or OHG - a partnership with a *principal place of business* that would arguably also work for a corporation aggregate. NB partnerships, contrary to a common ProZ misconception and unless a hybrid like an LLP, do not have a registered office.

HQ otherwise works well with the verb of being 'headquartered' for a partnership, corp. or assoc.

PS a good idea to headline the question company and/or partnership and/or unincorporated association/ club law - as different terms in English and taught as discrete/ separate subjects, usuallly badly at law schools in the UK, but the same word in many or most other lingos (DE: Gesellschaft. ES: Sociedad.)



--------------------------------------------------
Note added at 3 hrs (2019-07-07 23:21:41 GMT)
--------------------------------------------------

Note the defintion of a KGaA as a partnership limited by shares: just in case anyone comments that 'Aktionäre' will clinch the interpretation of a company with a reg. off.: de.wikipedia.org/wiki/Kommanditgesellschaft_auf_Aktien



Example sentence(s):
  • USA: The principal place of a partnership's business for purposes of determining the appropriate district court in which a petition for a readjustment of partnership.

    Reference: http://transblawg.eu/2014/08/02/sitz-der-gesellschaft-compan...
    Reference: http://www.law.cornell.edu/cfr/text/26/301.6226(a)-1
Adrian MM.
Austria
Meets criteria
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 115

Peer comments on this answer (and responses from the answerer)
agree  Kim Metzger
2 hrs
  -> Thanks, Kim. I'm still unsure what kind of Gesellschaft we're talking about: looks like a Swiss Aktienges. vs. an einfache single-venture Ges.
neutral  AllegroTrans: May indeed not be the same
4 days
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6 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +1
Corporate headquarters


Explanation:
Can't think of anything else I would use...

Michael Martin, MA
United States
Local time: 04:00
Meets criteria
Specializes in field
Native speaker of: Native in GermanGerman, Native in EnglishEnglish
PRO pts in category: 364

Peer comments on this answer (and responses from the answerer)
neutral  Dhananjay Rau: Although correct literally, this is not the term actually used
2 hrs
  -> Sorry about my previous silly comment. But I'll stick with this. Not sure how widely used the other solutions are.
agree  Simon Charass: Corporate Headquarter or Corporate Office, no way around it.
16 hrs
  -> Thank you, Simon.
neutral  AllegroTrans: Conssider: a headquarters (i.e. for admin) and a registered office (which may be nothing other than a mailbox) can and often are completely different addresses
3 days 20 hrs
  -> Seems like a useful distinction.
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15 hrs   confidence: Answerer confidence 5/5
company headquarters


Explanation:
simply the headquarters of the company.


    https://translate.google.co.za/?hl=af#view=home&op=translate&sl=auto&tl=en&text=Gesellschaftssitz
Cillie Swart
South Africa
Local time: 10:00
Meets criteria
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 39

Peer comments on this answer (and responses from the answerer)
neutral  AllegroTrans: Conssider: a headquarters (i.e. for admin) and a registered office (which may be nothing other than a mailbox) can and often are completely different addresses
3 days 12 hrs
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Reference comments


2 hrs peer agreement (net): +3
Reference: Sitz

Reference information:
Although it may not apply here, Margaret Marks' discussion of "Sitz" is worth considering. http://www.proz.com/kudoz/german_to_english/law_contracts/93...

Kim Metzger
Mexico
Meets criteria
Works in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 1244

Peer comments on this reference comment (and responses from the reference poster)
agree  Adrian MM.: You mean 'our' discussion or two-way - never three-way - dialogue, Kim. Otherwise, NB conflation: a wide-area 'der Sitz ist Hamburg' geo-usage doesn't seem to dovetail with a narrow-area Gesellschaftssitz venue for a co. or *partners' meeting.
52 mins
  -> Didn't notice your transblawg reference.
neutral  Dhananjay Rau: This is an explanation of the term, but the term actually used is registered office, as stated by someone above.
6 hrs
agree  Thomas Pfann: Relevanter Hinweis. Auch angesichts der Tatsache, dass der dt. Ausdruck nicht unbedingt eine Adresse sein muss, sondern auch allgemeiner gefasst sein kann. Bei Sitz in Hamburg ist die AGM im Hotel/Messezentrum in Hamburg auch „am Sitz“ (=„in Hamburg“)
14 hrs
agree  AllegroTrans: worth considering yes
4 days
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