The Limited Liability Company under German Law (the GmbH). Dr Alexander Schröder-Frerkes
The Limited Liability Company under German Law (the GmbH)
Dr Alexander Schröder-Frerkes
Dr Armin Göhring
Authors
Dr Alexander Schröder-Frerkes
Dr Armin Göhring
Managing director
Sian O’Neill
The Limited Liability Company under German Law (the GmbH) is published by
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The Limited Liability Company under German Law (the GmbH)
ISBN 9781787423626
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Mobi ISBN 9781787423657
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Table of contents
Preface
I.Introduction
II.Company formation: establishing a new GmbH
E.Unternehmergesellschaft (haftungsbeschränkt)
III.Acquisition of a shelf company
IV.Shareholders
C.Liability of shareholders towards third parties (piercing the corporate veil)
V.Shareholders’ meeting
A.Statutory rights and obligations; transferral of rights and powers
B.Calling of shareholders’ meetings
D.Defective shareholders’ resolutions
VI.Managing directors
A.Appointment and removal of managing directors
B.Rights and obligations
C.Liability
VII.Supervisory board
A.Optional supervisory board
B.Mandatory supervisory board under the One Third Employee Participation Act
C.Mandatory supervisory board under the Co-Determination Act
D.Mandatory supervisory board under the Co-Determination Act for the Coal and Steel Industry
E.Mandatory supervisory board under the Capital Investment Act
VIII.Share capital
A.Payment of share capital
B.Disguised contributions in kind
C.Maintenance of share capital
D.Loans
E.Additional contributions
F.Changes in terms of share capital
IX.Changes in shareholding and related transactions
A.Transfer of shares by agreement
B.Forfeiture (Kaduzierung) of shares
C.Redemption (Einziehung) of shares
D.Exclusion of shareholders
E.Termination of a shareholding by a shareholder
F.Transfer by way of succession
G.Pledging (Verpfändung) of shares
H.Beneficial interest (Nießbrauch) in shares
X.Financial statements and distribution of profits
A.Financial statements
B.Distribution of profits
XI.Company transformations
A.Merger