Acquisition of property
As an acquisition of assets in one calls Kapitalgesellschaftsrecht a commitment by the Company to acquire assets that are not usually in the context of sales transactions done.
Acquisition of property under GmbH law
A takeover in kind is a variant in the context of raising the share capital of a GmbH . The partner undertakes to make a payment on the capital contribution in the form of cash with a simultaneous obligation of the company to take over an asset of the partner. From an economic point of view, society is ultimately not given a monetary payment, but an asset. Therefore, the takeover of goods is a special form of contribution in kind .
Acquisition of property according to stock corporation law
In the law of stock corporations , the above applies. Acquisition of GmbH law expressly as a contribution in kind ( Section 27 (1) sentence 2 AktG ). A transfer of assets is therefore (only) referred to in stock corporation law if the payment for the transfer of the asset does not consist of the transfer of shares. This becomes relevant in the case of post-formation as well as in the case of mixed contributions in kind .
Acquisition of property under Swiss law
In the law of the Swiss stock corporation, the takeover of property is regulated in particular in Art. 628 Para. 2 OR, Art. 631 OR, Art. 635 OR, Art. 642 OR. By virtue of the reference to Art. 777c, Paragraph 2 of the Swiss Code of Obligations, the provisions of stock corporation law regarding the acquisition of property also apply to companies with limited liability. If the AG (or GmbH) takes over assets from shareholders (or ordinary shareholders) or a person closely related to them, or intends such acquisitions, the articles of association must specify the subject matter, the name of the seller and the consideration of the company. If a material takeover is not disclosed in the articles of association and in the commercial register, this will in principle result in the nullity of the transaction.
