PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS- BORDER MERGER REGISTRATION (Richter am Amtsgericht Dr. Ulrich Kühn Amtsgericht München)
Dec 31, 2015
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PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS-
BORDER MERGER REGISTRATION
(Richter am Amtsgericht Dr. Ulrich Kühn Amtsgericht München)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
I. Mergers in Germany
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
1. Statutory provisions(Umwandlungsgesetz)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
1. Statutory provisions(Umwandlungsgesetz)
• all kinds of reorganizations (mergers, splittings, changes of form)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
1. Statutory provisions(Umwandlungsgesetz)
• all kinds of reorganizations (mergers, splittings, changes of form)
• all kinds of companies or entities
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
2. Procedure of registration
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
2. Procedure of registration
I. increase of capital
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
2. Procedure of registration
I. increase of capitalII. merger of the disappearing entity
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
2. Procedure of registration
I. increase of capitalII. merger of the disappearing entityIII. merger of the surviving entity
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
2. Procedure of registration
I. increase of capitalII. merger of the disappearing entityIII. merger of the surviving entityIV. registration of effectiveness
(disappearing entity)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Examination by the register
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Examination by the registera) proper application
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Examination by the registera) proper application b) merger not challenged
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Examination by the registera) proper application b) merger not challengedc) merger agreement complete and
in line with legal provisions
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Examination by the registera) proper application b) merger not challengedc) merger agreement complete and
in line with legal provisionsd) proper increase of capital
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Examination by the registera) proper application b) merger not challengedc) merger agreement complete and
in line with legal provisionsd) proper increase of capitale) valid resolutions
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
4. Effect of the registration
Article 20 Umwandlungsgesetz:curing of defects, no cancellation
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
II. Cross-border mergers
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
1. Numbers of Cross-Border Mergers
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
1. Numbers of Cross-Border Mergers
Munich: 10 – 15 per year
Berlin: 6 per 2 yearsSchleswig-Holstein: 3 per 2 years
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
2. Legal regulations
Articles 122 a to l Umwandlungsgesetz
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiences
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiencesa) reduced scope of examination
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiencesa) reduced scope of examinationb) merging plan
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiencesa) reduced scope of examinationb) merging planc) report
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiencesa) reduced scope of examinationb) merging planc) reportd) notice of registration
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiencesa) reduced scope of examinationb) merging planc) reportd) notice of registratione) translation
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
3. Experiencesa) reduced scope of examinationb) merging planc) reportd) notice of registratione) translationf) transfer of files
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS
BORDER MERGER REGISTRATION
THANK YOU
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