From a Limited to a GmbH Merger Firmengruendung.de / Saturday, July 9, 2016 0 5137 Entrepreneurial action is characterized by constant adaptation to changing conditions. This applies not only to the adaptation of products to new market developments, but often also to the adaptation of the legal form, that is, the form of the business entity. Many entrepreneurs have chosen the Limited as their legal form in recent years, often for good reason. Just as varied as the reasons for choosing the Limited as a legal form are the reasons for moving away from it. In general, there are two ways to transition from a Limited to a German GmbH. ... Read more
From GmbH to Limited Spin-off Firmengruendung.de / Saturday, July 9, 2016 0 5610 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 4527 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 6989 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 4923 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