Loss coverage liability
The loss coverage liability refers to the - not legally codified, but the highest court recognized - duty of the shareholders of a corporation (ie in particular a.. GmbH or a limited company , this company for any claims against during which existing so-called stage between construction and creation). Vorgesellschaft having to stand up.
This liability basically exists as internal liability, i. H. There is only direct liability to the previous company , but not to its creditors.
The shareholders of the previous company are fully liable for the liabilities of this company. There is a uniform founder's liability in the form of a loss coverage liability that lasts until the company is registered and a pre-charge (sub-balance sheet) liability linked to the registration.
In contrast to the pre-load liability to shareholders of stick predecessor company , as the name of the loss cover liability suggests, only for incurred losses. Furthermore, there is no obligation to replenish the share capital (in the case of the GmbH) or the share capital (in the case of the stock corporation).
As an exception, external liability towards the company's creditors is recognized, in particular if the partners give up the intention to register and still continue business operations, if the previous company has no assets, if there is only one creditor, or if the previous company consists of only one partner.
With the legal formation of the company, the loss coverage liability changes into a pre- encumbrance liability .
