Wednesday, September 24, 2008

Retinoblastoma Tattoo

special edition German Law Journal: Entrepreneurs Society (UG) vs Limited Liability

The German Law Journal published A special issue a series of interesting articles on the reform of the German GmbH law. The following publications are available online (pdf format):

especially the article by Dr. J. Schmidt contains a proper comparison between the new German business chief rival of the company and the recent GmbH , the English private company limited by shares. It identifies the basis of the main structures of the two societies, the improvements of the German GmbH law but also the continuing differences.
is rightly emphasized here that one of the main reasons for the current choice of English Ltd. in Germany - the low minimum capital requirement - Will disappear by the creation of the UG. Similarly, pointed out the disadvantages for shareholders and managers, which have resulted from the choice of English law form, despite the sole business in Germany so far. As a still existing differences between UG and Ltd.. Others will have to lead to the German requirement that deviates from the regular GmbH legal form noted, as the stricter German legislation of raising capital. Also, it was not yet succeeded with the MoMiG continue to speed up a Ltd. to achieve. It also addresses some interesting details, such as the still existing possibility of English law or a legal person as a "director" should be used.
could result in the UG, the "invasion" of the Ltd. Although not completely cancel, but was a very attractive rival.
A "must read" for any potential founder of a basement or Ltd.. in Germany.

Saturday, September 20, 2008

Women Playing With Them

notary costs MoMiG to the LLC and the UG (limited)

MoMiG This allows an easier incorporation of the GmbH and the entrepreneurial society (UG). , § 2 allows Abs.1a GmbHG the use of a legal standard record if the company more than three members and one manager has. This document will also participate as shareholders' list. The
memento Publisher In its overview of the Reform of Company once the notary costs identified after the reform:

In relation to the notary costs of certifying the model protocol to other GmbH-company contracts being given priority by the minimum business value of 25,000 €, which is otherwise a starting point for the calculation of costs, when using the standard record (not KostO § 41d-new) applies. This fall, the notary fees at a UG (limited liability) that uses the protocol to something lower than when using an individual partnership agreement. In a one-person UG (limited liability) with a capital of up to 1,000 € triggers the notarization of the model protocol, including the company registration application notary fees totaling € 20 from. The "classical" Ltd. with a minimum registered capital of 25.000 €, there is no savings. This fall at a one-person creation (stock capital € 25,000) € 126 in fees to (84 € for the authentication of the social contract and 42 € for registration), regardless of whether the model protocol is used, or an individual partnership agreement.

Source: The GmbH reform 2008 of the memento publishing (pdf format)

Milena-velba с мужем

MoMiG: Reform of Company Law passed by the Bundesrat

The Federal Council yesterday the Act to Modernize the law and to combat abuses (MoMiG) approved . What was to take (see previous message ), was not a request to convene the conciliation committee made. This MoMiG experienced no changes, and as amended by the Law Committee, as the Bundestag on 26 June, decided in 2008, become law. This is - like Prof. Noack suspected in his blog - may already be the 1.11.2008.
This will also occur no more delays, which is pleasing given the length of the legislative process. At the same time are so numerous but also - significant - Was taken up proposals to the government draft, unfortunately. In the area of the former capital compensation law remain to coexist with many positive modifications, a number of inconsistencies. Further remains to be seen how will insert the new law in the European fundamental freedoms and the goal of acquisition of foreign companies may be thus achieved in practice.

Source: Press release the Federal

see also: Business Legal notes (Prof. Noack)

Tuesday, September 16, 2008

Walking Stick With Seat

MoMiG in the Bundesrat: The Legal Committee recommends to approve the law by not conciliation.

Update: Based on the preview for the 847th Plenary meeting of the Federal Council can be seen that the Legal Committee recommends to approve the law by not conciliation. It seems to - presumably - to be no further delays to the entry into force of MoMiG.

Source: preview the Federal

Act to modernize the GmbH law and to combat abuses (MoMiG)

printed matter 615/08

The law wants the international competitiveness of German company with limited liability increase. Start-ups are easier in the future and registry entries faster. Is complicated, however, the improper handling of distressed or insolvent companies by "Company Services".

The German Bundestag adopted the bill by the government in a new version and it picked up many suggestions of the Federal Council of its opinion of July last year. Thus, the passages for easier incorporation were changed also, in the covert kind. Instead of criticizing the countries of model statutes, the law now in front of an endorsed standard cases establishing protocol. It remains at the level of minimum capital of 25,000 € for the "classical" GmbH. New is the possibility of a capital in the form of authorized capital. The equity compensation law in the Bankruptcy Act is supplemented by regulations on capital-replacing grant of use.

Committee recommendation : The Legal Committee recommends to approve the law by not conciliation.