Preliminary company
In principle, legal persons only arise when they are entered in the trade , association or cooperative register .
However, it is generally accepted that a partnership relationship arises between the founders even before this entry : the so-called pre-company . It forms a necessary transition stage in the process of establishing a corporation . It begins with the conclusion of the articles of association and ends with entry in the relevant register.
Thus, parent companies come into consideration for all corporations. The most common pre-company is the pre-GmbH .
Origin and termination
The previous company is created when the statutes have been formally agreed between the founders. In the case of the stock corporation , it is still required that the founders have taken over all shares .
With the entry in the respective register, the previous company ends and becomes a corporation. This then enters into the rights and obligations of the previous company. In terms of civil and tax law, the (real) preliminary company is already treated like a corporation. If there is no entry in the register, one speaks of a bogus previous company.
liability
The Federal Court of Justice has developed the institute for loss coverage liability for the liability of the founding shareholders . This is basically a pure internal liability. The creditors must adhere to the assets of the previous company. This in turn has a claim against the shareholders in the amount of the loss.
