The following requests for "examination of registrability" arrived a few days ago the commercial register court:
- At the R ** Holding AG the municipality R ** as sole shareholder of 100% interest;
- at the commercial register of Amtsgericht Kempten (D) registered Electric R ** GmbH and Co. KG is also in the commercial register of the Kempten (D) registered Electric R ** mbH as (unable involved) partner, the municipality R * * participated as the sole limited partner;
- at the Electric R ** mbH R ** is the community involved as well as sole shareholder of 100%.
It was intended that the R ** Holding AG carry out a capital increase, is authorized only to the sole shareholder, the municipality R **, the fact of its 94.9% limited partner in the Electric R ** GmbH and Co. KG does.
The intervening legal representative of the R ** Holding AG Requests now to state (1) whether this capital can be registered with the transfer of foreign assets in the commercial register, and (2) whether, with respect to the value of the contribution would make a tangible foundation exam.
One might say the answer to such a question may be unnecessary because of their uniqueness, and I'm still into it. come
(1)
contributed and subjects that both the GmbH and the AG shares in question, both investments in people as well as to corporations. For investments in partnerships to note, however, that this can be introduced as a rule only by unanimous decision of all partnerships ( van Husen / Krejci in Straube , GmbHG § 6 para 171; reach Rohrwig I Rz 1 / 276; Koppensteiner / Rüffler , GmbHG, § 6 paragraph 16; Heidinger in Jabornegg / Strasser , AktG, § 20 para 16).
It makes the company legally no difference whether it's holdings in domestic or foreign partnerships concerns, especially considering that all versions a balance sheet asset or capitalizable (149 see van Husen / Krejci supra, § 6 ref; Koppensteiner / Rüffler supra, § 6 paragraph 15).
The tax treatment of such a transfer of foreign assets does not fall within the designation of the Company Registry, so that my opinion of course, not tax considerations relates.
(2)
that it is the introduction of a stake by a contribution in kind can not therefore be doubtful. Takes place at a Stock company, a capital increase against contributions in kind must, in accordance with § 150 para 1 AktG its object, the person who acquired the company the subject, and in par value shares of par value in shares, the number and the issue price of the kind to be granted shares in the decision the increase of the share capital should be fixed. The decision may also be adopted only if the contributions in kind in the agenda has been explicitly announced.
has to take place in addition to capital contributions in accordance with § 150 para 3 AktG an examination by one or more auditors, § § 25 para 3 - 5, 26, 27, 42 and 44 Stock Corporation Act shall apply mutatis mutandis.
This is the answer to the second part of the question is clear from the wording of the law of § 150 AktG.
The intervening legal representative of the R ** Holding AG Requests now to state (1) whether this capital can be registered with the transfer of foreign assets in the commercial register, and (2) whether, with respect to the value of the contribution would make a tangible foundation exam.
One might say the answer to such a question may be unnecessary because of their uniqueness, and I'm still into it. come
(1)
contributed and subjects that both the GmbH and the AG shares in question, both investments in people as well as to corporations. For investments in partnerships to note, however, that this can be introduced as a rule only by unanimous decision of all partnerships ( van Husen / Krejci in Straube , GmbHG § 6 para 171; reach Rohrwig I Rz 1 / 276; Koppensteiner / Rüffler , GmbHG, § 6 paragraph 16; Heidinger in Jabornegg / Strasser , AktG, § 20 para 16).
It makes the company legally no difference whether it's holdings in domestic or foreign partnerships concerns, especially considering that all versions a balance sheet asset or capitalizable (149 see van Husen / Krejci supra, § 6 ref; Koppensteiner / Rüffler supra, § 6 paragraph 15).
The tax treatment of such a transfer of foreign assets does not fall within the designation of the Company Registry, so that my opinion of course, not tax considerations relates.
(2)
that it is the introduction of a stake by a contribution in kind can not therefore be doubtful. Takes place at a Stock company, a capital increase against contributions in kind must, in accordance with § 150 para 1 AktG its object, the person who acquired the company the subject, and in par value shares of par value in shares, the number and the issue price of the kind to be granted shares in the decision the increase of the share capital should be fixed. The decision may also be adopted only if the contributions in kind in the agenda has been explicitly announced.
has to take place in addition to capital contributions in accordance with § 150 para 3 AktG an examination by one or more auditors, § § 25 para 3 - 5, 26, 27, 42 and 44 Stock Corporation Act shall apply mutatis mutandis.
This is the answer to the second part of the question is clear from the wording of the law of § 150 AktG.
0 comments:
Post a Comment