In the commercial register of provincial court Innsbruck is the VGP r ** e ** Social GmbH. The share capital of € 36,336.42 is paid in full, each with a capital contribution of € 18,168.21 **- by the shareholders S. T D ** D ** A. and held.
a resolution of the General Assembly of the share capital by € 663.58 to € 37,000 was raised. To take over the capital, the two partners have been admitted in proportion to their capital contributions previously assumed. The application of the capital sum was on the one hand, by supplying held by the two partners co-entrepreneur shares in VGP r ** e ** GmbH atypical silent in the amount of each € 165.89 and by provision of a cash contribution of € 165, 90.
This capital is now logged on presentation of a notarized General Assembly decision, the transfer agreement, the current version of the social contract, the notary Took over observations that the self-assessment tax declaration of the company and the bank certificate for registration in the commercial register. From the
between the two partners one hand and the other GmbH concluded the transfer agreement is clear: At the
VGP r ** e ** GmbH are still atypical A. D ** with 49.255%, S, T **- D ** with 49.255% and the VGP r ** e ** GmbH owns 1.49%. The two co-entrepreneurs shares of each shareholder in the amount of 49.255% will be introduced on the basis of the transfer balances 31.12.2009 r in the VGP ** e ** GmbH.
Point IV governs the contract:
With the introduction ... therefore all the shares of the joint venturers VGP r ** e ** GmbH atypically quiet in the hands of the VGP r ** e ** GmbH (acquiring company) combined. The operation of the VGP r ** e ** GmbH is still so atypical in analogous application of § § 142 UGB without liquidation of all assets and liabilities in the way of universal succession, to the acquiring company.
The closing balance of VGP r ** e ** GmbH 31.12.2009 points to a negative equity of € 65,639.58 from, resulting from the share capital of € 36,336.42 and a net loss of € 101,976.00 , on the other hand, a (positive) atypical silent capital of € 6,022,607.77 as a result of "duty deposit silent partner" of € 2,400,000.00 "supplementary contributions of silent partners" of € 3,629,963.43 and "Minority silent partner" of € - 7355.66.
The two budgets have contribution from the activated-venturer of 49.255% share of € 3,156,323.77, which amount also marks the introduction of capital.
I'm already in a review of 14th January 2009 with the transfer of shares in an atypical silent partnership deals:
The dormant company is a mere internal company and owns no property, no legal capacity (no legal personality) and as such has no rights and obligations, in particular, the silent partner not acquire property. It is neither partisan nor process-capable neither bankruptcy nor civil law tort capable ( Hochedlinger-Fuchs , Stille Gesellschaft, Rz 1 / 22 f).
regard to the present constellation is to be noted that the acquiring VGP r ** e ** GmbH to the atypical silent partnership as a business owner in the assets and profit and loss of the silent company is a party with only 1.49%. It is generally recognized as lawful, that in a silent partnership, both internally a loss excluding the business owner can and the profits of the business owner can be excluded, while outwardly the liability the contractor will remain natural. In these designs is only questionable if not in truth no calm society, but a Trust in the company or a "quiet company with fiduciary character" is present ( Hochedlinger , op cit, ref 1 / 169).
make order that such co-entrepreneur shares but provide skills in corporate assets are legal terms, because the business lady gets transferred a fortune that was associated with their civil legal or not before the transfer.
is the case of such non-standard designs to note is that the corporations of the applicable rules for bankruptcy protection the raising of capital and maintenance are generally applicable ( Hochedlinger , op cit, ref 1 / 199; reach Rohrwig , basic issues of capital maintenance, 404 f, 419 f). As is clear from the submitted budgets shows that in this particular case positive assets worth at least € 163.79 each will be transferred to the LLC, there is also no ground for refusal in this regard.
is unclear, the notified operation only in relation to the wording in the contract reproduced above, section IV, there is talk of that with the introduction "of the operation of the atypical silent partnership transferred to the LLC" is what need to be clarified. It is to be assumed that the operating organization is also atypically configured dormant companies in the sphere of business lady, with the introduction of "quiet" joint venture shares hardly a business transfer - which would be in accordance with § 3 Z 15 FBG to also report separately - go hand in hand is (can ).
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