From GmbH to Limited

Spin-off

Little known, but still interesting, is the transformation of a GmbH into 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 transformation of the GmbH into a Limited, the company is effectively no longer existent in Germany after the transformation.

It is also noteworthy that according to § 122j paragraph 1 of the Transformation Act, creditors of the GmbH can only demand security within two months after the day on which the merger plan or its draft was made public. If this deadline is missed by creditors, no security can be demanded later. In such cases, creditors would have to enforce against the Ltd, which may itself no longer have any assets in Germany.