Sitz der Gesellschaft: company seat

I seem never to have dealt with this problem in the blog. So I’ll quote myself on ProZ, where you can see others’ opinions too:


I prefer seat, because it is understood in English and doesn’t give the incorrect impression that it is a street address (unlike ‘registered office’). It is unpopular with some translators because it is perceived as ‘translatorese’, but in legal translation you can’t just take the nearest potential equivalent just because it sounds English – because, after all, we’re talking about German law, not English law.
I agree that ‘domicile’ is a possibility, but I don’t think it’s so widely understood (and a German domicile is a city, but an English domicile is a jurisdiction, such as Germany or England and Wales or California). ‘Corporate headquarters’ seems a slightly different context to me.

Here’s another one, where the asker said:

Please do not reply with seat. It sounds very awkward to me.
I am translating it as headquarters but wondering why I can’t say location.

Don’t you just love it when someone tells you what answer they don’t want? And even Beate Luetzebaeck hates seat.

Actually, the term seat is not so uncommon in company-law contexts, for instance in seat theory (PDF); Sitztheorie).

At present, there are two contrasting conflict of law theories as regards the recognition of foreign
legal persons: the ‘incorporation’ theory and the ‘real seat’ theory. The ‘real seat’ theory probably
dates back to the middle of the nineteenth century. According to this theory, the law of the country
where the company has its ‘real’ seat (i.e. its management and control centre) is the law applicable to
company relationships.

People may not like the word seat, but registered office
strikes a really odd chord for me, since a registered office is an address, for instance an address for service, whereas Sitz is a town, for example the courts of that town.

The German text might be:

Sitz der Gesellschaft ist Hamburg.

You can’t write: The company’s registered office is Hamburg.

But you might write: The company’s registered office is in Hamburg.

5 thoughts on “Sitz der Gesellschaft: company seat

  1. Having advised limited companies in both German and Anglo-Saxon jurisdictions I think the “Sitz” (more easily rendered as “siege social” in French) would analogously be the “domicile” or domiciliation. There is an old truth that interpreters or translators adhere to when translating between German and English: what is a noun in one language often needs to be rendered a verbal phrase in the other and vice versa. So I would say “Sitz der Gesellschaft …” in DE but in the EN version write “The company is domiciled in …”.

  2. That does work quite well, but it should really be ‘domiciled in the Federal Republic of Germany’ rather than ‘domiciled in Hamburg’, as domicile relates to a jurisdiction. That’s why I don’t use it.
    I wouldn’t write ‘the company is seated in Hamburg’ either! Sometimes nouns do fit, especially in legal texts.

  3. To save this turning into a two-way exchange, I can see the merit of seat and, having been weaned on the Schedules to the UK Companies Acts 1948-2006, of a domicile of a company in private international law a.k.a. conflict of laws.

    A couple of obiter dicta:

    1. a Gesellschaft can also be a Personengesellschaft with a Sitz, namely an ordinary or general partnership with what’s known as a place of business. I would agree that the latter is a fraught label for a company if it does not do business at all but is a holding op.

    2. do not forget arbitration, the seat and venue of which may differ:

  4. Sorry, I should have written Kapitalgesellschaft.

    So, Adrian, let’s get this clear: you might translate ‘Der Sitz der Gesellschaft ist Hamburg’ as ‘The company’s domicile is Hamburg’?

  5. ‘No need to say sorry, Margaret, even if you are back in England’.

    I agree with your seat of a company and can see Darragh’s domicile argument whilst believe transfer of domicile might literally, and for tax purposes, be more germane to the Isle of Man
    and a corporate domicile to the US and Canada

    As intimated, I would translate Sitz der Gesellschaft ist Hamburg as Hamburg will be the place of business of the company or partnership, unless the latter are holding ops., ‘domiciliary’ (!) or letterbox entities.

    The plot thickens Into and out of Romance languages, with le domicile (FR) and domicilio (ES + IT) arguably meaning the postal address vs. e.g. la sede sociale (IT> corporate seat) the registered office.

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