Every company and every private or public household does business. Private households only benefit from this, all other economic subjects pursue commercial goals, either to maximize profits or to cover costs. From a legal point of view, a business is a conduct aimed at economic success that is linked to legal consequences. Each of these actions involves correspondence in some form, regardless of whether it is normal correspondence, order, delivery note or invoice .
Definition of the commercial letter
In principle, a commercial letter is a piece of writing that a merchant writes in relation to a commercial transaction. The Commercial Code expressly states in Section 257 (2): “Commercial letters are only documents that relate to a commercial transaction.” From a legal point of view, various laws use the term, but paragraphs Section 238 of the accounting obligation and Section 257 of the storage of documents HGB ( Commercial Code). The legislature does not prescribe the form a commercial letter must have. Commercial letter therefore does not necessarily mean a document written or printed on normal paper. A commercial letter can be a telegram as well as a telegram, a fax or an e-mail in addition to the classic paper cover letter .
Mandatory information on a commercial letter
In theory, every deal can be closed with a handshake. This centuries-old custom is still valid today, with a few exceptions. It comes from a time when writing and reading were a privilege of the clergy, the educated upper class and the merchants. Mandatory information, as is customary today, did not exist for the documents of that time. The seal was sufficient for legitimation. In the 21st century, according to the Commercial Code, commercial letters must contain certain information:
- Company of the company
- Legal form *
- Headquarters: Place of the branch with a correct postal address that can be summoned
- Register court
- Entry number in the commercial register
- Names of all board members and the chairman of the supervisory board or managing director with family name and at least one full first name
- If the commercial letter is used as an invoice form, the VAT identification number is also required
The above formal requirements apply not only to letters in paper form, but also to faxes. Emails must contain the exact company, company headquarters, registry court and company officers.
The * legal forms mentioned above can be:
- Sole trader :
- Registered businessman, alternatively the abbreviation eK, e.Kfm. or e.Kfr.
- Partnerships :
- Open trading company: OHG (open trading company)
- Limited partnership: KG (limited partnership)
- Civil law company: Civil law company or GbR
Note: If no natural person is liable in a general partnership or limited partnership, the limitation of liability must be stated
- Legal persons:
- Aktiengesellschaft: Aktiengesellschaft or AG
- Limited partnership based on shares: Limited partnership based on shares or KGaG
- Limited Liability Company: Limited Liability Company or GmbH
- Entrepreneur society (limited liability): Entrepreneur society (limited liability) or UG (limited liability)
- Registered cooperative: registered cooperative or eG
- European company: European company, European stock corporation, Europa-AG, Societas Europaea or SE
- Foundation: Foundation
- Association: Registered association eV, old legal association aV, legally competent association rV
Difference between commercial letters and business letters
According to dictionaryforall, business letters include all correspondence from a company. Commercial letters, on the other hand, are all documents relating to a commercial transaction. The legislator understands a commercial transaction to be any legal transaction or any legal act of a businessman that is attributable to the operation of the commercial trade. This means that only merchants can send commercial letters to companies and, as a unilateral legal transaction, to private individuals. In this sense, all documents that serve to initiate business (reply to an offer), carry out (delivery) or revoke ( cancellation ) are considered commercial letters .
All transactions that maintain business operations but are not commercial transactions are assigned to transactions in the strict sense of the word. Every business letter is automatically a business letter, but not every business letter is also a business letter. This distinction is explosive in that there is a statutory retention period for commercial letters, but not for business letters.
For example, order forms can be pure business letters or they can be part of commercial letters. For example, if the secretariat of a printing company orders copy paper exclusively for the secretariat’s own printer, this is a purchase that does not represent a commercial transaction for the company in the strict sense of the word. Both the order form and the delivery note can be destroyed at the end of the year. The invoice, on the other hand, is one of the accounting documents and is therefore subject to the retention periods for accounting documents. The situation is different when the printing shop’s workshop orders paper for a customer order. Then the order form is a commercial letter that cannot be destroyed because the statutory retention periods apply to it.
Legal retention periods for commercial letters
The Commercial Code regulates which documents have to be kept for how long in § 257 Storage of documents, retention periods. According to paragraph 1, the documents must not be stored in a messy shoebox for safekeeping, but must be arranged for storage. Fall under the retention period of ten years
- Accounting documents
- Individual financial statements
- Opening balances
- Trading books
- Annual financial statements, consolidated financial statements
- Management reports, group management reports as well as the work instructions and other organizational documents required for their understanding
Received commercial letters and copies of dispatched commercial letters must be kept for six years. The legislator allows the documents to be stored on image or data carriers if it is ensured that the storage complies with the principles of proper bookkeeping and the documents can be retrieved at any time. In addition, it must be possible to make them legible in a reasonable time. However, the law excludes opening balances and financial statements from this regulation.