Post by Sapphire Capital on Jul 11, 2008 5:45:48 GMT 4
The Reform of German Limited Companies: A GmbH for the 21st Century
MICHAEL BEURSKENS
Heinrich-Heine University Duesseldorf - Faculty of Law
ULRICH NOACK
Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)
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2008-05
German Law Journal, Forthcoming
CBC-RPS No. 0033
Abstract:
The landscape of business entities for small enterprises is changing - not only in Europe, but around the world. While Japan has abolished the model of separate entitites for small and big enterprises in favor of a US-type single entity model, other states like France, Spain and Switzerland have tried to adapt their specialized business forms to the modern world.
Germany has been rather slow in changing its GmbH, the archetype of the specialized limited liability company, which has been left largely unchanged for over a hundred years. After such a long time, significant changes can be expected - and are indeed planned. In a reform bill (MoMiG) which has been in the planning stages for more than three years, the legislature intends to change the face of the GmbH forever. The proposed changes affect not only the (heavily debated) minimum capital requirement, but also the rules on distribution of assets, the transfer and distribution of shares, the requirements for being a director, liability rules, formalities and many other areas.
The article outlines those changes and discusses briefly their expected effects on existing and future incorporations. It hints at the possible future competition among European regulators as well as the opportunities for the European Private Company desired by the European Parliament and Germany's role in that process.
papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1138704_code489983.pdf?abstractid=1138704&mirid=2
MICHAEL BEURSKENS
Heinrich-Heine University Duesseldorf - Faculty of Law
ULRICH NOACK
Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)
--------------------------------------------------------------------------------
2008-05
German Law Journal, Forthcoming
CBC-RPS No. 0033
Abstract:
The landscape of business entities for small enterprises is changing - not only in Europe, but around the world. While Japan has abolished the model of separate entitites for small and big enterprises in favor of a US-type single entity model, other states like France, Spain and Switzerland have tried to adapt their specialized business forms to the modern world.
Germany has been rather slow in changing its GmbH, the archetype of the specialized limited liability company, which has been left largely unchanged for over a hundred years. After such a long time, significant changes can be expected - and are indeed planned. In a reform bill (MoMiG) which has been in the planning stages for more than three years, the legislature intends to change the face of the GmbH forever. The proposed changes affect not only the (heavily debated) minimum capital requirement, but also the rules on distribution of assets, the transfer and distribution of shares, the requirements for being a director, liability rules, formalities and many other areas.
The article outlines those changes and discusses briefly their expected effects on existing and future incorporations. It hints at the possible future competition among European regulators as well as the opportunities for the European Private Company desired by the European Parliament and Germany's role in that process.
papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1138704_code489983.pdf?abstractid=1138704&mirid=2