Based on international experience, St. Publius conducts a cross-merger process with your company. After successful relocation of your GmbH, this can be deleted from the German commercial register. Upon request, as shareholders & amp; Managing directors dismiss and the new investors take over your company. The takeover is accompanied by experienced attorneys.
Our customer adviser will be glad to provide you with information without obligation.
Further information on the GmbH delete:
"crossborder mergers" - eu direktive 2005/56 / ec
1. Project background and description
The deletion of a company that is no longer required (or limited liability company) is one of the most tedious and complicated processes in German corporate law at all. Many entrepreneurs are not aware of the fact that before the liquidation of the company, a blocking year is to be awaited in which creditors can claim claims against the GmbH. In practice, approximately 18 months (often up to two years) elapse before the company is extinguished. In order to avoid this situation, the cold, cross-border merger "cross-border mergers" is applied, with which a German cross-border merger will be implemented Company is deleted within three weeks. The company to be merged is merged with an English private limited company. The company seat will be transferred to England and the company will be deleted from the German commercial register.
2. Legal context
The EU-wide regulation on the merger of EU companies allows a capital company to move to another EU country where a more favorable legal system applies to the entrepreneur.
On 5 November 2002, the ECJ ruled that the freedom of establishment laid down by the EC Treaties also applies to companies. Since that time, German entrepreneurs can opt for a legal form of any EU member state.
This freedom of establishment does not apply only to new businesses but also to existing legal entities, analogous to the freedom of establishment of a natural person within the EU As the GmbH. This means that the conversion of a limited liability company into a limited company can not be prevented by a court or any other authority, as is the case for a limited liability company in a German limited company or limited partnership.
3. Project Scope
Our firm operates from London. In the case of mergers of German companies, A German lawyer. In the case of mergers of European companies with a different country of domicile, we cooperate with corresponding attorneys in the domiciled states.
The fee for the merger is EUR 4,000 for German corporations plus VAT. This fee is understood as a full price, all services relating to the merger process are included on our site. In addition there are the costs for the German notary and the commercial register deletion.
The notarial expenses are determined i.d.R. According to the balance sheet total. The commercial register fees, on the other hand, are independent of the balance sheet total and amount to approx. 450 EUR. Most registries carry out notarial deeds before the fees are paid. The court fees will then be paid by the English Limited.
Within the scope of our mandate, we draw up the Merger Contracts, which we send to a notary to be named by the client. The purchase price for the English Limited is also included in the fee, as is the provision of the register court and the subsequent deletion of the Limited (if desired).
4. Procedure After a first, non-binding consultation, we will examine together whether the merger can be applied to your company. Allow the framework conditions that we accept your order We will give you the mandate to submit a questionnaire and the cost note. We need the following documents: Commercial register of the company to be deleted (copy is sufficient) (No annual accounts, no attachments and declarations required) * The completed questionnaire, which you have received from us by e-mail. * Please note that the balance sheet must be signed by the managing director and that the name of the company is shown on the balance sheet. A simple statement of the assets is sufficient, which does not necessarily have to be prepared by the tax consultant. Once we have received the required documents from you, we will create the required merger contracts. These must be signed by all the shareholders and managers of the company and certified by a notary of your trust. The notary forwards the documents to the court of the court. We submit the necessary documents to the Company House in England. The Limited shares are transferred to the limited partners of the GmbH in proportion to their respective GmbH shareholding. After three weeks the company is deleted from the commercial register. The merger is confirmed by the English commercial register. 5. Prerequisites
The cross-border mergers procedure is a legally sound method to quickly and cost-effectively delete your company. If, however, your company is subject to insolvency or a resolution has already been given, or the company has become insolvent, we must reject your mandate.
The question of when exactly insolvency exists, the BGH has specified that Then it must be answered in the affirmative if it is not possible for the company to settle at least 90 percent of its liabilities within 3 weeks - BGH IXZR 123/04 v. 24.05.2005.
6. Advantages Companies can also be merged with existing liabilities and then canceled in England, unlike a liquidation under German company law. Significant cost savings due to elimination of the blocking year. No ongoing accounting, annual accounts, corporation and business tax declaration, compulsory contributions to the Chamber of Commerce, preparation of the disclosure balance sheet, balance sheet publication in the electronic Federal Gazette, etc. No compulsory inscription application in England. A period of three weeks is not anchored in England, the enterprise may be carried on, as long as creditors do not damage with intent. Fast deletion: Only three weeks to the deletion in Germany. The English Limited can be easily deleted after a waiting period of three months. The deletion of the Limited is only published in the English Official Gazette, but not in Germany. Postal delivery and jurisdiction is England. Any creditors should contact an English court. No obligation to keep records. All records of the company can be kept in England. Anonymous solution. The Director (Director) may resign from office without observing time limits, without a new Director being appointed and without the involvement of a notary. The name of the shareholder will not be published in the English commercial register. No tax adverse effects, such as liquidation. 7. The cross-border merger does not involve tax negative effects, as is often the case with liquidation (eg by the liquidation of the hidden reserves), since no liquidation takes place.
The remaining assets of the company that exceed the liabilities can be distributed to the shareholders as of the balance sheet date. If this is not the case, there is a withholding tax and a solidarity surcharge of 26.375%.
Otherwise, the assets held by the GmbH as of the merging date will be transferred to the UK Limited. If the company still has assets in Germany (for example, real estate), the latter may still be executed in Germany after the merger.
The English Limited is the legal successor of the German company within the framework of the Cross Border Mergers. In the balance sheet, the merger will result in an increase in the balance sheet, the assets and liabilities of the limited liability company being appended to the (opening) balance sheet of the Limited.
The capital of the GmbH is thereby converted into a capital reserve, Can be paid to the shareholders, this happens tax-free on the shareholder's level, provided that the shareholder has paid the respective share in the corresponding amount when the company is founded.
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