Change of form

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The German legal term of the change of form includes any change in the legal form of a legal entity while preserving its legal identity and the basic retention of any membership rights that may previously exist. The Transformation Act (UmwG) regulates the change of legal form in Sections 190 to 304. The tax consequences result from the Transformation Tax Act .

Differences to the split or merger result on the one hand from the fact that only one legal entity is involved in the change of legal form, i.e. the change of legal form remains only an "internal company" process. On the other hand, there is no transfer of assets, so there is also no case of universal succession .

The Transformation Act does not comprehensively regulate the change of legal form, because there is still an identity-preserving change of legal form by law. Such is z. For example, if a GbR takes up or operates a trade in the course of its existence , the type and scope of which requires a commercially set up business. Then, whether the shareholders want it or not, it is an OHG. The case of the so-called accrual is also a case of a change of legal form that preserves the identity, because with the departure of the sole general partner, the limited partner's share in the company grows and the company is then, if it continues to operate its trade, automatically an OHG, without there being a legal act in the Of the UmwG.

Special forms of the change of form are also the transfers of assets within the framework of the registration of corporations , as these arise through the registration, but the pre-corporations (e.g. pre-GmbH ) can already enter into obligations and acquire assets.

In addition, the entry of a previously unincorporated association in the register of associations is a variant of the change of legal form not regulated in the UmwG.

See also

literature

  • Andreas Hoger: Continuity with the change of legal form after the UmwG and the cross-border transfer of the seat of an SE . Carl Heymanns, Cologne 2008, ISBN 978-3-452-26831-0 .

Web links

Individual evidence