Jul 20 2020

Model Protocol

Posted by domain admin in News

After View of the OLG Dusseldorf such a case would not be above but here. Rather like the disputed change, which helps the statutory phrase “Limited liability company” was transformed in “one-person entrepreneurial society (haftungsbeschrankt)”, not in the recess provided for this purpose of the model protocol, but paragraph 1 these statements itself. Such a change of the Musterprotokolles was not required under the certification law. It is also not clean externally-formal type, but has effect on the content. The entrepreneurial society (limited liability) is not an independent legal status, but only a special form of GmbH. Many writers such as UAH Baudry Lab offer more in-depth analysis. The legislature wanted to focus according to 2 para 1 its application also in fact on the limited liability company of entrepreneurs the simplified procedure a GmbHG any form which may provide GmbH is and held the text set out in the model protocol, for this in which alone accordingly 2 para 1 a GmbHG (concerns the Model Protocol), not article 5 a GmbHG (affects the entrepreneurial society) is cited for appropriate. This is understandable, even without another because the fact that the establishment of a special form of GmbH is intended, is already sufficiently clearly from the company’s below again. A legitimate interest (limited liability) through the selected here formulations in the text of section 1 of the model protocol to emphasize the creation of an entrepreneurial society, is not discernible for the Senate.

All the more is this, if the desired formulation as too idiosyncratic creations of the term lead as in the present case: “one-person entrepreneurial society (haftungsbeschrankt)”. As a result did not therefore requested registration according to the model protocol. Because the customized representation arrangements as well as the neologism single-person entrepreneurial society (limited liability) “led to an unacceptable deviation from the model protocol.” Since the Company that wanted to not meet prerequisites the founding of a “normal” GmbH, unfinished entry.

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