With the form-valid statute resolution of the GmbH a Vorgesellschaft develops: the preGmbH. This exists then until she is replaced by entry in the trade register from the actual GmbH.

Introduction

In view of that variety of the conditions for developing which can be kept by the GmbH is easily understanding it that the establishment of such a society does not take care of itself in only one act. It is divided rather into different phases:

1. (society of civil right with the purpose of an establishment of GmbH)
2. PreGmbH
3. GmbH.

Right nature

It is not easy to arrange the preGmbH legally. On the one hand she is still no legal entity, on the other hand one she already exhibits the unmistakable structures of a legal entity.

Thus the preGmbH is as "“organization of own kind"” too qualify. It is treated according to the general regulations of the GmbH right. In principle it can be already carriers of rights and obligations. Unanwendbar are however such regulations of the GmbH law, which turn off to an entry in the trade register, which at the preGmbH straight did not take place yet. In particular the preGmbH land register and firmlegally responsible is.

Adhesion

Central question of the preGmbH is the personal adhesion of the partners for the business liabilities, which it applies to exclude by establishment of a GmbH straight. The limitation of liability of the GmbH occurs however only if this actually developed with entry into the trade register. Since however the business activity is usually already taken up before entry, is the adhesion for the commitments of the preGmbH of special importance.

It is today nearly generally recognized that the establishment partners do not cling in full Unfang. On the other hand the adhesion is also not only limited to the corporate assets of the preGmbH. Because straight in the establishment stage is usually not yet well equipped this. In the result a so-called loss covering adhesion is to be accepted: The creditors of a preGmbH can adhere not direct to the individual partners, but only by the preGmbH. This has however for their part against the establishment partners in interiorhold back-eats on the reconciliation of the losses already occurred. <p>

The interests of all involved ones are sufficiently protected by this solution: The creditors on the one hand receive sufficiently adhesion mass. On the other hand the partners are subjected outward to no unlimited adhesion, but only a proportionate loss covering adhesion in the interior relationship.

Articles in category "PreGmbH"

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