Founding Limited Companies (Ltds.) in Germany - Perspectives and Risks >> fachzeitungen.de

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Titel

Founding Limited Companies (Ltds.) in Germany - Perspectives and Risks

Untertitel

AutorIn

Tobias Schmidt

Seiten

88 Seiten

Hochschule

Universität Paderborn Deutschland

Art der Arbeit

Diplomarbeit

Abgabe

2005

Note

Preis

98,00 EUR (inkl. MwSt.)

Bestellnummer

90009327

Sprache

Englisch

Medien

Papier / CD

Inhaltsangabe

Abstract: In a globalized Europe in which everything is merging together, especially the economies, and keeping pace with the rapid development of the Internet, one can ill afford not to take a look at the Limited company. The English Limited seems to be an alternative to the German GmbH. In the course of groundbreaking decisions, made by the European Court of Justice, a new legal platform for economic activity is made available in Germany. So far, it seems to be an attractive one. The fast and uncomplicated establishment of the company, as well as the rather liberal rules of capitalization, are typically perceived as advantages of the Limited compared to the German GmbH. However, the limited - being a foreign type of company - is, first of all, an alien element in the German legal system (Just 2005, Preface). There are many questions to be answered and there is, additionally, a certain amount of legal uncertainty to be reasoned with concerning the decision of whether or not to choose the limited over the German GmbH. Also, the peculiarities, perspectives and risks of the limited are widely unknown to the general public. The purpose of my work is to provide an analysis of how an English private company limited by shares based in Germany may offer an alternative to German forms of business organization for entrepreneurs. The perspectives and risks that come hand in hand with such an establishment will also be interpreted. To begin with, I will shortly explain the history of British companies. This is then followed, firstly, by an overview of the types of companies in England, and, secondly, the two types of businesses known to British company law in which liability may be limited to the paid-in company assets. A discussion of the new rulings of the European Court of Justice (ECJ), followed by the topics of freedom of establishment, incorporation theory and real seat theory are also presented. The next chapter explicitly examines establishment and management of the limited according to English company law. In general, a branch office of the foreign company is established to engage in business in Germany. This process, as well as the taxation and the applicability of German law on this branch office are discussed in the following section. The subsequent chapter focuses on the perspectives and risks, as well as the advantages and disadvantages of a limited operating in Germany, before a final conclusion is drawn. Table of Contents:
	Table of Contents	I
	Table of Figures	III
	Index of Abbreviations	IV
	Table of Annexes	VI
	Explanations on Vocabulary Issues	VII
1.	Introduction	1
2.	History of Companies in Britain	3
3.	Overview of English Types of Companies	6
4.	Developments in EU Legislature	9
4.1	Background	9
4.1.1	Freedom of Establishment	9
4.1.2	Real Seat Theory	10
4.1.3	Incorporation Theory	10
4.2	Daily Mail	11
4.3	Centros	12
4.4	Überseering	13
4.5	Inspire Art	14
4.6	Intermediate Results	16
5.	Establishment of a Limited	18
5.1	The Required Persons	18
5.2	The Process of Establishment	18
5.3	Management Bodies of the Limited	20
5.3.1	The Director or the Board of Directors, respectively	20
5.3.2	The General Meeting	22
5.3.3	Company Secretary	23
5.4	Registered Office	24
5.5	Regulations on Capital	24
5.5.1	Raising the Limited's Capital	25
5.5.2	Maintenance of the Limited's Capital	26
5.5.2.1	Capital Reduction	27
5.5.2.2	Repurchase of Own Shares	27
5.5.2.3	Distributions to Shareholders	27
5.5.2.4	Governmental Supervision	28
5.6	Liability of Shareholders and Managing Directors	28
5.7	Transfer of Shares	29
5.8	Accounting, Audit and Disclosure in England	30
5.8.1	Accounting	30
5.8.2	Audit	31
5.8.3	Regulations on Disclosure	32
5.9	Taxation and Insolvency in England	34
5.9.1	Taxation in England	35
5.9.2	Insolvency in England	35
6.	The German Branch Office as the Company's Administrative Seat	37
6.1	The German Branch Office	37
6.2	Registration of the Branch Office	39
6.3	Permanent Representative	42
6.4	Liability in the Branch Office	43
6.4.1	"Kapitalerhaltungshaftung"	44
6.4.2	"Existenzvernichtungshaftung"	45
6.4.3	"Insolvenzantragspflicht" and "Insolvenzverschleppungshaftung"	46
6.5	"Mitbestimmung"	47
6.6	Transfer of Shares in the Branch Office	49
6.7	Accounting, Audit and Disclosure in the Branch Office	49
6.8	Taxation of the Branch Office in Germany	50
6.8.1	Taxation on the Limited's Level	50
6.8.2	Taxation on the Shareholder's Level	52
6.8.2.1	The Limited's Distribution of Profits to Shareholders	52
6.8.2.2	Sale of Shares in the Limited	52
6.9	Insolvency of the Branch Office in Germany	53
7.	Perspectives and Risks of Establishing a Limited in Germany	56
7.1	Advantages of the Limited Compared to the GmbH	56
7.2	Disadvantages and Risks of the Limited Compared to the GmbH	58
7.2.1	Current Costs	58
7.2.2	Legal Uncertainty	60
7.2.3	Creditworthiness	61
7.2.4	The German Register of Companies	62
7.2.5	Acceptancy	64
7.3	Chances and Perspectives of the Limited	65
8.	Conclusion	67
	Annex 1.	70
	Annex 2.	71
	Bibliography	72
	Erklärung	79

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