Commercial law in Germany was unified by the German general bill of exchange law (Allgemeine Deutsche Wechselordnung, WO.) Of 1848 and by the German general code of commerce (Allgemeines deutsches Handelsgesetzbuch, ADHGB.), Of 1861. Recommended for its reception from the diet of the Germanic confederation, which had no legislative power, and introduced by means of the laws of each individual federal state, became in 1869 the law of the confederation of North Germany and by virtue of the constitution of 1871 the law of the Reich. The formation of the civil code required an adaptation which was implemented by the current commercial code (Handelsgesetzbuch, HGB.) Of 10 May 1897. The general code of commerce that is still in force today in Austria, unlike the Code de commerce, formed a special law for traders and at the same time also recognized numerous objective commercial law deals. Its common business law rules opened a new path to civil law and passed for the most part to the BGB., So that the new HGB. he was able to abandon the mixed system and move on to the purely subjective system; this means that there is a special right exclusively for merchants, the scope of which was substantially extended in comparison with the ADHGB. The perfection of legislative technique represented by the ADHGB. with its clear and practical rules, which gave freedom of expansion and security to the trade, it has been preserved by the new HGB. and even better. Consequently, German trade law continued to serve as a model.
The HGB. is divided into four books. The first, in the class of traders, first establishes the precise concept of the trader for the application of the law. A distinction is made between traders in the full sense and traders of a lower degree (artisans and operators of small industries), in relation to which certain rules, such as that of the power of attorney, of the freedom of form of the guarantee, of the firm, of the commercial register, dealt with in the first book, they do not apply. The discipline of commercial representation (power of attorney and mandate) brings a strong protection of trust in business, since these authorizations cannot be limited. The first book closes with the legal discipline of the trader, brokers, agents and shop assistants and apprentices, who are part of the commercial enterprise. In this the law was supplemented by social protection provisions which regulate the prohibitions of competition in a new way (law of 10 June 1914) and which ensure the right to wages in the event of illness (emergency decree of 10 December 1930).
In the second book, which deals with commercial companies, the tried and tested discipline of general partnerships, limited companies and limited partnerships remains unchanged. Instead, instead of §§ 278-344, the law on limited companies and limited partnerships (Aktiengesetz) of January 30, 1937 (with its introductory law of the same day and implementing regulations of September 29, 1937 and November 19, 1937; see below). The share law is governed, other than the HGB., By the share law. This matter was, after the promulgation of the ADHGB., Frequently changed, following the development of economic life. Originally the concession system was still valid, the supplementary law on shares (Aktiennovelle) on 11 June 1870 replaced the regulatory system. The abuses of the Gründerjahre successes to the Franco-German war of 1870-71, led to the supplementary law of July 18, 1884, which led to an essential tightening of the provisions concerning the foundation of companies and liability, as well as a decidedly compulsory organization of their organization. This arrangement was basically contained in the HGB. and, regardless of the rules relating to the conversion of companies, after inflation, on the basis of the new stable currency (Goldbilanzverordnung of 28 December 1923), remained unchanged for about a generation. Outside of written law, there were naturally profound transformations. Creations of practice, such as multiple voting shares, the assignment of the vote, “reserve” shares and obligations of many and varied types, and also the continuous spread of one-person companies, deemed legitimate, and the increasingly frequent formation of chain companies (Verschachtelung) far removed the financing and governance of society from those types that were present in the mind of the legislator. The economic crisis in the year 1931 led to a very important intervention by the legislator. The discipline of the shares, contained in the emergency decree of September 19, 1931, limited the purchase of treasury shares and the granting of credits for the members of the presidential council, reformed the supervisory board, meticulously and enforced the budget, the calculation profits and losses and business reporting and introduced the obligation of annual auditing by special budget examiners (Wirtschaftsprüfer) or investigation company. The law for the first time, following a thoughtful study, succeeded in grasping the appropriate measures which, despite the progressive incorporation of parent companies and subsidiaries, nevertheless continue to operate. The originally prescribed payment of shares in cash was already facilitated by the decree of May 24, 1917 and was later regulated in a new way by the law of March 7, 1935 which, given certain conditions, also admits bank loans. This regulation was basically incorporated into the new law. With the law of 30 January 1937, the reform of the share law found its legislative completion. The law covers limited companies and limited partnerships by shares and contains provisions on the merger and transformation of all sorts of joint-stock companies. The limited company will in the future be the typical form of large companies (minimum share capital, usually RM 500,000). The influence of shareholders who are not personally responsible was limited, while the position of the board of directors was strengthened, for which responsibility was simultaneously heightened. The number of members of the supervisory board was, in contrast to before, considerably limited. The income of the directors who manage the company must be proportionately proportionate with the voluntary donations of a social nature to the staff (“continuation”, while, on the other hand, the position of the presidential council has been strengthened, and its responsibility has been accentuated at the same time. The number of members of the supervisory board was, in contrast to before, considerably limited. The income of the directors who manage the company must be proportionately proportionate with the voluntary donations of a social nature to the staff (“continuation”, while, on the other hand, the position of the presidential council has been strengthened, and its responsibility has been accentuated at the same time. The number of members of the supervisory board was, in contrast to before, considerably limited. The income of the directors who manage the company must be proportionately proportionate with the voluntary donations of a social nature to the staff (“continuation”, Gefolgschaft) or public utility initiatives. As a rule, multiple voting shares are inadmissible. A state surveillance right was introduced for the first time, so that limited companies and limited partnerships with shares can be compulsorily dissolved for reasons of public utility. Following extensive authorizations, the Reich government has the faculty at any time to avoid any inconveniences that may arise by issuing regulations. These regulations will be observed in the future, alongside the law, as sources of equity law.
The third book of the HGB. deals with commercial acts. General provisions and those relating to the sale have remained outside the HGB. only some provisions on trade. Only commission, shipping, storage and rental contracts are fully regulated.
The fourth book deals with maritime law. The chapter on the law of maritime transport was revised by law of 10 August 1937 on the basis of the Hague rules (Convention internationale pour unification de certaines règles en matière de connaissement). The new provisions have not yet entered into force.
Next to the HGB. there is extensive special legislation of old and recent date. The “limited liability company” (Gesellschaft mit beschränkter Haftung, law of 20 April 1892 adapted to the code by means of the law of 20 May 1898, in individual points amended and integrated several times) recently introduced in Portugal, Austria, Bulgaria, France, Liechtenstein, Poland, Luxembourg, Belgium, Switzerland. Similar to the joint stock company, especially for the limitation of the guarantee, it accentuates the personal element in the organization and is not subject to the serious provisions relating to constitution and advertising. Particularly suitable for small and medium-sized industries, it has found extraordinary diffusion in Germany, not free from abuse. The disappearance of disliked companies, such as many real estate companies, is favored by the tax policy.
Registered cooperatives (eingetragene Genossenschaften) are also considered to be commercial companies, although in reality they have little relation to the actual commercial activity. Promoted by H. Schulze-Delitzsch, consumer and credit cooperatives of small traders and workers were born; FW Raiffaisen brought the cooperative movement into agriculture; later the workers’ consumer cooperatives were added. Regulated for the first time by the Prussian law on cooperatives (Preussisches Genossenschaftsgesetz) of March 27, 1867, which later became the law of the empire, are now subject to the law on cooperatives of May 10, 1880 (text of May 20, 1898 with numerous subsequent amendments, especially the law of December 20, 1933). There are limited and unlimited liability companies. The intermediate type of company with unlimited new payment obligations still provided for by law was abolished in 1933
Another vast field of commercial law, outside the HGB., Is that concerning the promissory note and the bank check (Scheck). In place of the German general bill of exchange law of 1848, which was later changed in certain points, and of the law of 11 March 1908, which regulated the check in Germany, the bill on the bill of 21 June 1933 and that on the check have now taken over. bank of 14 August 1933 introducing the international order of the bill of exchange and the bank check (see bill of exchange, App.) in which many of the good and important principles of the ancient German laws have passed.
In this field, Germany, Italy and other states have the most important common codification; cf. also the Postal Check Act (Postscheckgesetz) of March 26, 1914, in the text of March 22, 1921.
As for insurance law, marine insurance is regulated in the fourth book of the HGB.; no need for a reinsurance law has so far been felt. For the rest, the law on insurance contracts (Gesetz über den Versicherungsvertrag, VVG.) Of 30 May 1908 applies. State supervision of insurance companies, as well as the organization of mutual insurance companies, a typical form of insurance, beside which practically only the joint-stock company is of importance, is regulated by the law on private insurance companies (Gesetz über die Privatversicherungsunternehmungen) of May 20, 1900 (in the new text of June 6, 1931, modified several times to date, especially with the law of March 5, 1937). The subjection of mutual insurance associations to the new share law took place with the second regulation implementing the share law, issued on November 19, 1937. With regard to banking and stock exchange companies, the law on mortgage credit institutions should be remembered (Hypothekenbankgesetz) of 13 July 1899 and the Credit Act (Reichsgesetz über das Kreditwesen) of December 5, 1934 (in the text of the law December 13, 1935) which is the result of an extensive investigation occasioned by the events of 1931. The establishment of banking companies is subject to approval; they are subject to careful supervision by the state and to the rules which minutely regulate the guarantee of credit and the principles of the liquidity of assets. The law on stock exchanges (Börsengesetz) of June 22, 1896 (text of May 27, 1908), subsequently underwent numerous modifications, among which the law on securities trading (Gesetz über den Wertpapierhandel) of December 4, 1934 should be particularly kept in mind. Duties of traders who hold and buy securities are covered by the Depotgesetz) of February 4, 1937, which, faced with the right of bank deposit in force up to now (read July 5, 1896, November 21, 1923), while accentuating the protection of customers, on the other hand does not neglect the well-founded interests of the depositary (bank). In the field of transport law the HGB. it is supplemented by the railway traffic decree (Eisenbahnverkehrsordnung) of May 16, 1928. They correspond to the HGB’s maritime navigation law. the inland navigation law (Binnenschiffahrtsgesetz of 15 June 1895 (text of 10 May 2898) and the law on floating (Flüssereigesetz) of 15 June 1895. Private law of air navigation is governed by the law on air traffic (Luftverkehrsgesetz) of 10 August 1933 (text of 21 August 1936).
In the field of concentrations of industrial companies which is increasingly expanding, there was first the decree against the abuse of economic force, the so-called decree on cartels (Kartellverordnung) of November 2, 1923. It prescribes a form for agreements on cartels, grants the members the right to cancel for serious reasons and ensures the Minister of the National Economy wide possibilities of interference. The rigor of this decree was accentuated even more by the urgent decree of July 26, 1930 and by the supplementary law of July 15, 1933 which, on the other hand, favored measures prohibiting unfair competition. Higher authorities can impose the compulsory establishment of cartels (Zwangszusammnenschlüsse and Zwangsbeischlüsse [law of July 15, 1933]).
