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Overview 1 years MoMiG

After a year there MoMiG Thomas Wachter legal status in a concise overview of some of the issues faced by the Court has already explained. In addition to the controversial issues in the field of the adopted in the new model protocol will be discussed at the shareholders' list (numbering, shape, signature, feature of the notary certificate) and the requirements for managing (Content of insurance companies with the company registration application, performance of order obstacles) as well as issues of domestic business address. An article worth reading in order to orient themselves in the already adopted law.

Source: SR (Issue 11) "1 year MoMiG - a success story?"

not addressed in the article, but also of great importance, are the new questions of interpretation in the context of § 64 GmbHG. These sets Ulrich Haas in the now published the first edition of 2010 GmbHR detail apart (p. 1-8). He discussed how the particular - affect the emergence of question time point, a claim under § 64 sentence 1 or Theorem 3 to the practice - controversial. When the implications of this matter in insolvency proceedings over the assets of foreign companies is to understand this distinction between the jurisdiction and the applicable law. Further addresses the controversial issues of the payment term and questioned the extent to which some remaining gaps by applying the Tort law suggest.

A great contribution to the difficult questions of § 64 GmbHG in its new form. Also in connection with the financing by shareholder loans takes this standard has a central role since it is different than the new version of § 30 para 1 GmbHG able payments to avoid to shareholders (§ 64 Clause 3 GmbHG) if that their loans receivable want to argue. The practical application of § 64 GmbHG is therefore important for the extent to which shareholders, despite the existence of a repayment claim outside of bankruptcy proceedings may not be satisfied.

Source: "Current Issues of liability crisis of the GmbH's managing director, according to § 64 GmbHG" in: GmbHR 2010, 1ff.

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No progress towards a European Private Company (EPC)

The European Competitiveness is at its meeting on 3rd and reaches 12.04.2009 to the conclusion that the proposal for a Council Regulation on a Statute for a European private company again should be revised. In the English press release (via beck blog) on page 24 states:

"Since the unanimity needed for an agreement was not reached, the Council noted that furter work is required on the proposal Aimed at Establishing the legal form for the European private company (also called "Societas Privata Europaea" or "SPE"). "

was apparently no agreement on the issue of minimum capital and participation have been achieved. Thus, the introduction of this new society be further delayed.

Here found the message of the beck blog along with a clear presentation of the history of development.

An interesting article on the EPG is also found in the new issue of congestion right of RA Dr. Wilhelm Niemeier that deals with the question: " failed again: that the European Private company to be repositioned? "

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strong popularity of the new entrepreneurial society (UG)

After the English private company limited by shares in the competition between societies was perceived for a long time as the principal competitor of the German GmbH, the newly launched entrepreneurial society develops more and more of a success story.

Current figures . to the new form of society, the "Research Project entrepreneurial society" of the Friedrich-Schiller-University Jena Broken down by region can be seen where the number of the registered business companies total there are currently (as of 27.11.2009). 21 180 Entrepreneurial companies registered. The total number of the registered limited partnerships with an entrepreneurial company as general partner amounts to 1,171.

this represents a huge increase, considering that the number of contractor companies such as April this year was still well below 10,000. Apparently it is the German legislator with the introduction of UG managed to meet the demand for a limited liability company with no appreciable minimum share capital.

Source: research project contractor company

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Court of Appeals for the company name of the entrepreneurial society & Co. KG

The Court of Appeal (1 W 244/09) had to decide was whether the company name as a GmbH & Co. KG is also acceptable if the personal liability of the limited only by one or more entrepreneurial companies will be accepted. The 1 Civil Division of the KG came here the following result:

"The company of a commercial partnership" ... GmbH & Co. ... "is not permitted if only contractor companies as defined in § 5 paragraph 1 GmbHG personally liable."

The Senate is here largely on the information needs of the legal affairs:
"From the limitation of liability distinctive name according to § 19 para 2 HGB must indicate what type of society in mind, where the person liable. It is true that the company no longer has the function, the identity of the person to inform the general partners, § 18 para 1 HGB. However, it has to be disclosed for reasons of transparency, corporate and liabilities on the right. "
also lies also a violation of § 18 para 1 sentence 2 HGB, as you can about the company name was likely to mislead, that general partner of the parties a company as defined in § § 4, 5 GmbHG was.

one considers the duty of the contractor company also designated as such (cf. § 5 para 1 GmbHG), ie it appears with the additional business company (limited liability) or UG (limited) to name, so it obvious that under the company of KG are nothing else can. Accordingly, the designation as GmbH & Co. KG, in fact, would be misleading.

link to the decision (via Regional Labour Court of Berlin-Brandenburg in cooperation with juris)

depth review of the verdict Wachter, company name is the business company (limited liability) & Co. KG in: NZG 2009, 1263 et seq recommended.

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How do I lead the English Ltd.. to a German GmbH or UG?

entry into force of MoMiG now is some time passed and many of the investors who have decided before the entry into force of the reform for a UK Limited instead of a German company form want now but again a German GmbH and an entrepreneurial society.

Regarding the question on the way in which this desire can be realized and what to look for in practice, I want the current article by Sebastian Herrler and Dr. Susan Schneider DStR in 2009, 2433 ff ., recommend the title "civil and tax bases with a review Go ahead, come back - - the Limited (top) to GmbH. The authors provide a concise overview of the possibilities of transfer of operations, the steps described in the merger process and will also discuss the particular tax consequences. At the same time explaining the differences between the continuation of a limited liability company or UG. Overall, a successful demonstration of their reading can only be recommended.