Court

The jurisprudence often deals with problems arising from the founding phase of corporations. We have prepared a selection of decisions on this topic for you. Conclusion of these decisions: with the acquisition of a shelf company, the start of self-employment is guaranteed not a legal problem. Two terms you should know:

Shelf companies are founded exclusively on the subject matter "management of own assets" and do not conduct business before the sale. So you have the security to acquire a completely unencumbered company.

A "GmbH Mantel" is understood to mean a company that has already been active in business transactions and in which risks result from this activity. The share capital is usually no longer (completely) available. With such a "used coat" you take considerable risks, because you can not usually safely check which transactions the company has made. We do not sell jacket companies!

Some hints to typical liability traps in the founding of a GmbH.

If the share capital is not legally valid when a company is founded, the partners are liable to the company. Particularly problematic is the fact that each shareholder can also be used for the liabilities of his co-partners, if they are not able to make their contribution. (see §§ 22 and 26 GmbHG)

If the entry in the commercial register is delayed or even not done, the persons who have already acted prior to registration are personally liable - with their entire assets (§ 11 GmbHG).

Even if the share capital has been paid up in full after its formation, but is no longer fully present at the time of entry of the company into the commercial register because of start-up losses, the shareholders are liable for the difference between the actual capital and the nominal share capital. (BGH judgment of 27.01.1997 Az: II ZR 123/94)

When a company is founded, the share capital is paid in cash. Immediately after establishment, the company acquires, for example, a vehicle or office equipment from one of the shareholders and pays this with the existing share capital. According to the case-law, this is a "disguised contribution in kind", ie the cash capital is considered not to have been effectively applied. Consequence in case of insolvency: the share capital must be paid again. (Cologne Higher Regional Court ruling dated 02.02.1999 Az: 22 U 116/98)

Do you really want to expect these liability traps?