From GmbH to Limited Spin-off Firmengruendung.de / Saturday, July 9, 2016 0 5502 Little known but interesting is the conversion of a GmbH to a Limited. As a result, the German GmbH becomes an English Limited, with all the consequences. If the German business location is dissolved after the conversion of the GmbH to a Limited, the company is effectively no longer existent in Germany after the conversion. It is also noteworthy that according to § 122j paragraph 1 of the Conversion Act, creditors of the GmbH have only two months ... Read more
Bearer shares Firmengruendung.de / Monday, January 10, 2011 0 4471 An interesting but still relatively unknown design variant of the English Limited in Germany is the configuration as a company with bearer shares. In this case, the Shareholder Register no longer lists any names. Outsiders cannot determine who the shareholders (i.e., owners) of the company are by looking at the English trade register. Accordingly, no names appear on the shares issued by the company either. They are in fact bearer instruments. Shareholder status is thus demonstrated solely by presentation of the shares. Transferring shares in a Limited does not require a notary. Conclusion: Bearer shares offer an interesting alternative for entrepreneurs who place a high value on discretion. Another advantage is that there is no need for trusts (and thus ongoing costs) to keep holdings anonymous. We are happy to establish your company with bearer shares, or convert existing structures to bearer shares. The cost and time involved are quite manageable. We would be pleased to explain the details of setting up a Limited with bearer shares to you. Read more
Purpose of the LTD and Opening of Branches Firmengruendung.de / Thursday, April 22, 2010 0 6936 The question often arises as to where the business purpose of the LTD is regulated. Before the Companies Act 2006 amendment in October 2009, the business purpose was noted in the memorandum of association. This is no longer the case. Rather, the Companies Act 2006 in Part 3, Chapter 4, Sec. 31 (1), states that the business purpose of the LTD is unlimited unless such a restriction is noted in the Articles of the company. A restriction could be implemented through a special resolution and notification to Companies House. The unrestricted nature of the business purpose also includes the right of the company to establish branches abroad. Legal text: CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS Statement of company’s objects 31 Statement of company’s objects (1) Unless a company’s articles specifically restrict the objects of the company, its objects are unrestricted. Read more
Forming as Group and Holding Firmengruendung.de / Friday, February 29, 2008 0 4829 The designation "Group" can be used in a Limited's name if the company holds shares in at least two other companies. The designation "Holding" can be used in a Limited's name if it holds at least 51% of the shares in at least one other company. Read more
Examples of Designing Corporate Groups Firmengruendung.de / Friday, February 29, 2008 0 4343 The following examples are intended to demonstrate some practical possibilities and thus provide inspiration for finding individual solutions. They do not replace individual consultation on legal and tax issues. We are available for individual legal advice. Please also note that abusive behavior in business transactions can lead to personal liability. A good example of this is a judgment from Hamburg. In this case, an entrepreneur founded two companies. One handled all the income and the other all the liabilities. This was intended to disadvantage creditors. Rightly so, this led to a claim against the personal assets of the entrepreneur. .... read more Read more