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New Judgment regarding the liability in a GmbH




by:
Michael Rainer
Michael Rainer
GRP Rainer LLP - Hamburg Office

 
May 6, 2014

Previously published on May 5, 2014

In this present case the Federal Court of Justice of Germany was concerned with the question of the shareholders’ liability in a GmbH in case of an economic re-establishment.

GRP Rainer Lawyers and Tax Advisors Germany Cologne Berlin Bonn Düsseldorf Frankfurt Hamburg Munich Stuttgart www.grprainer.com explain: According to this judgment, which has been published at March 6, 2012, the Federal Court of Justice of Germany (BGH - Az. II ZR 56/10) decided that shareholders’ liability in a GmbH depends on the date of the re-establishment. What matters is whether there exists a funding gap between the company’s ability and the statutory capital fund at this particular time.

The shareholders are liable for the infill of the assets of a company in case of a re-establishment after the constant jurisprudence of the Federal Court of Justice.

The new shareholders should not be responsible for all commitments since the beginning of the economic activity for an unlimited period of time.

The most important information is that the starting of the economic activities with a different company object presents a new establishment.

Moreover, the liability situation in the so-called foundation stage of the GmbH, before the company is entered in the commercial register, is different. During this time, anyone who incurs liabilities for the company usually has unlimited personal liability.

There are still some liability risks with the GmbH. The GRP Rainer lawyers and tax advisers will provide you with comprehensive, individual advice about this.

A GmbH nevertheless offers many advantages, which should, however, also be made use of. To do this, you should always consult a lawyer of your confidence before setting up the company. The experienced lawyers of GRP Rainer will be glad to offer you advice and assistance. In our offices we have lawyers in the field of company law who can help you design your GmbH agreement in the best way possible.

GRP Rainer will help you with setting up a GmbH, preparing the articles of association, change of partners as well as - if necessary - the dissolution of the company.

If problems arise within an existing company, you need a lawyer who will help you acquire the necessary overview. In order that you and your GmbH remain unaffected, if possible, it is important to act promptly in these cases. The lawyers of our company will place their in-depth knowledge at your disposal.



 

The views expressed in this document are solely the views of the author and not Martindale-Hubbell. This document is intended for informational purposes only and is not legal advice or a substitute for consultation with a licensed legal professional in a particular case or circumstance.
 

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Author
 
Michael Rainer
Practice Area
 
Corporate Law
 
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