ready to use companies - GmbH & Co. KG -

Transcription

1 ready to use companies - GmbH & Co. KG - Confidenta

2 - 1 - Confidenta We thank you for your interest of buying a shelf company. When buying the names of the companies and their objects have to be changed. A transfer of the domicile of the companies is also possible. If desired you can further adapt the articles of associations. The company management will be newly appointed and you can act immediately after the purchase. A purchase usually takes the following course: - You reserve a company by telephone or in written with us. - With the help of the check list you inform us about the necessary facts for preparing the contracts. - The certification takes place with a notary of your choice. Otherwise the notary with whom we cooperate regularly is at your disposal for short-terms appointments. - You receive the following documents before the notary appointment: purchase and transfer agreement of the company share new list of partners new articles of association decision about the change of the company management application of register of companies. - The total purchase price has to be paid to the Confidenta AG at the notary appointment. If the purchase price should come in after certification you receive no documents from the notary before. The new company management can also be installed after payment receipt. - The previous managing director is recalled at the notary appointment and the managing director or the managing directors voted by you is/are recalled newly.

3 - 2 - Confidenta - You receive all business documents of the company including all bank receipts and tax documents after certification. You can also inspect these documents before. - After credit note of the purchase price on the account of the Confidenta AG, the Confidenta AG transfers the share capital / the deposit of the limited partner of the company acquired by you to the business accounts named by you. To set up new accounts the bank normally requires a certified copy of the purchase and transfer contract and of the managing director installation of the company. Alternatively the current accounts of the companies can also be continued. - After the purchase you have to announce the taking up of business activities at the trade office of your municipality. After that the town clerk s office informs the revenue office, the chamber of commerce and other offices about the application of your companies. Nevertheless you can already get active with all advantages of a GmbH & Co. KG.

4 - 3 - Confidenta To Confidenta AG Glashütter Straße Dresden Germany per telefax: 0049/351/ Reservation of a shelf company - GmbH & Co. KG - We ask you for a reservation of a company (GmbH & Co. KG) and send you the completed check list including possible enclosure. Please send us the drafts of contract. contact address: name / firm: contact person: street: postcode / place: telephone: telefax: mobile:

5 - 4 - Confidenta Check list Please fill out in printed letters. Thank YOU I. Data concerning the limited partnership (KG) 1. What is the future name of the company? 2. Where is the (new) domicile of the company (please write only the place)? 3. What is the future business address (complete address)? 4. What is the future business activity of the company after purchase?

6 - 5 - Confidenta 5. Who will be the limited partner The following details are needed: name at birth: date of birth: practised profession: street, postcode, place:

7 - 6 - Confidenta II. Data concerning the personal liability company When buying an already founded company it is necessary to change the existing articles of association. Some of the terms must and some them can be changed. Please use this check list to inform us about your data for the always required modifications. 1. Name of the personal liability company? The Name of the personal liability company must be absolutely resulted from the name of the limited partnership (KG). Example: Name of the limited partnership (KG): Name of the limited liability company (GmbH): Max Mustermann GmbH & Co. KG Max Mustermann Beteiligungs GmbH 2. Where is the (new) domicile of the company (please write only the place)? 3. What is the future business address (complete address please)? 4. Business activity of the personal liability company? The business activity of the personal liability company is always the share as personal liable managing shareholder in a limited partnership.

8 - 7 - Confidenta 5. Who shall be the shareholder of the personal liability company? The following details are needed: name at birth: date of birth: practised profession: street, postcode, place: nominal share capital: name at birth: date of birth: practised profession: street, postcode, place: nominal share capital: name at birth: date of birth: practised profession: street, postcode, place: nominal share capital: (If there are more than three shareholders please use a separate sheet of paper for the details of the other shareholders.)

9 - 8 - Confidenta 6. How many general managers shall the company have in future? The following details are needed by the general manager of the limited liability company: name at birth: date of birth: practised profession: street, postcode, place: Always represents the company alone? yes no Exemption of 181 BGB yes no (Please mark with a cross applicable.) name at birth: date of birth: practised profession: street, postcode, place: Always represents the company alone? yes no Exemption of 181 BGB? yes no (Please mark with a cross applicable.) (If there are more than two general managers please use a separate sheet of paper for the details of the other general managers.)

10 - 9 - Confidenta 8. Do you have own articles of association which you want to use or do you want to use the standard articles of association? standard articles of association articles of association of one s own (Please mark with a cross applicable.) If you want to use the articles of association of your own please enclose them by copy or send them to us by . When using the articles of association of your own the following terms must be used literally: share capital The share capital of the company amounts to ,00. It is effected in the full amount in cash. Foundation costs The foundation costs concerning court fees, notary fees, administration fees and taxes can be carried by the Company up to an amount of 1, Note: The Confidenta AG is not authorized to give you legal advices. If you want to adapt the articles of association individually please contact a lawyer of your confidence or the notary with whom the sale will be certified.

11 Confidenta III. General information 1. Payments of the purchase price Provided that the new general manager of the limited liability company shall be recalled at the assignment of the company shares the purchase price must be guaranteed at the notary appointment: transfer to the account of the Confidenta AG before the appointment deposit to a different account of the notary deposit to a different account of a lawyer. (Please mark with a cross applicable.) The purchase price can also be transferred after the certification. (Please mark with a cross applicable.) though the assignment of the company shares happens only with the postponed condition of the complete receipt of the purchase price. The new general manager of the limited liability company can be recalled not until the complete receipt of the purchase price.

12 Confidenta 2. Bank account The bank accounts of the companies (limited liability company and limited partnership) which you purchase are with the HypoVereinsbank AG Dresden. After the purchase you can continue these accounts or open new accounts with another bank. The accounts of the companies shall stay with the actual branch of HypoVereinsbank AG here in Dresden. We will open new accounts. (Please mark with a cross applicable.) 3. The certification shall take place with the following notary: street: postcode, place: telephone: telefax: More information on: