Full Description
With over one million entities, by far the most common and, thus, the most important legal company form used in Germany is the limited liability company (the GmbH). The GmbH has a number of advantages: it limits shareholder liability; it can be adapted to the specific needs of shareholders and their business model; and it provides a platform for small businesses as well as for holding companies for international groups and not-for-profit organisations. Given its ample scope, and the fact that it can be very easily established and requires minimal administrative effort, the GmbH is also the most frequent legal form used by foreign investors in Germany.
Against this backdrop, The Limited Liability Company under German Law, published in association with German Law Publishers, explores the most relevant legal issues and topics for investors seeking to establish or acquire a GmbH in Germany and is aimed at investors with a legal background as well as those without. In addition to providing an overview of the requirements of the formation process, this comprehensive edition demonstrates the GmbH's inherent flexibility as well as helping legal practitioners (based in Germany and elsewhere) decide on whether a GmbH is most suitable for their needs.
Key topics covered include:
•Establishing a new GmbH
•Shareholder rights, obligations and liabilities
•Shareholder meetings
•The appointment, rights, obligations and liabilities of managing directors
•Share capital
•Changes in shareholding
•Financial statements and distribution of profits
•Company transformations
•Supervisory boards
•Taxation issues
•Liquidation and insolvency
Contents
Preface 5
I. Introduction 7
II. Company formation: establishing a new GmbH 11
A. Pre- registration phases 11
B. Formation by contributions 13
C. Articles of association 16
D. Filing for registration 25
E. Unternehmerg esellschaft (haftungsbe schränkt) 29
III. Acquisition of a shelf company 33
IV. Shareholders 37
A. Shareholder rights 37
B. Shareholder obligations 51
C. Liability of shareholders towards third parties (piercing the corporate veil) 56
V. Shareholders' meeting 61
A. Statutory rights and obligations; transferral of rights and powers 61
B. Calling of shareholders' meetings 64
C. Passing of resolutions 70
D. Defective shareholders' resolutions 76
VI. Managing directors 85
A. Appointment and removal of managing directors 85
B. Rights and obligations 94
C. Liability 106
VII. Supervisory board 119
A. Optional supervisory board 120
B. Mandatory supervisory board under the One Third Employee Participation Act 134
C. Mandatory supervisory board under the Co-Determination Act 140
D. Mandatory supervisory board under the Co- Determination Act for the Coal and Steel Industry 146
E. Mandatory supervisory board under the Capital Investment Act 146
VIII. Share capital 149
A. Payment of share capital 149
B. Disguised contributions in kind 155
C. Maintenance of share capital 161
D. Loans 165
E. Additional contributions 170
F. Changes in terms of share capital 172
IX. Changes in shareholding and related transactions 179
A. Transfer of shares by agreement 179
B. Forfeiture (Kaduzierung) of shares 187
C. Redemption (Einziehung) of shares 188
D. Exclusion of shareholders 193
E. Termination of a shareholding by a shareholder 194
F. Transfer by way of succession 195
G. Pledging (Verpfändung) of shares 196
H. Beneficial interest (Nießbrauch) in shares 197
X. Financial statements and distribution of profits 199
A. Financial statements 199
B. Distribution of profits 203
XI. Company transformations 207
A. Merger 207
B. Company splitting 218
C. Conversion 227
D. Tax issues relating to reorganisations 234
XII. Taxes 237
XIII. Group relationships 249
A. Group relationships based on contract 249
B. Relationships not based on agreement 260
XIV. Liquidation 265
XV. Insolvency 271
XVI. GmbH & Co. KG 287
A. Overview 287
B. General rules pertaining to a GmbH & Co. KG 291
C. Publikumsgesellschaft (publicly owned company) 298
About the authors 301
About Globe Law and Business 303
