n Transactions of the Centre for Business Law - Foundation : chapter 5




In order to incorporate their business entities and to achieve the status of a juristic person for the respective entity, members must comply with certain regulations dealing with the entity's foundation. These regulations share the aim that members must commit themselves to the business entity being established and provide it with the necessary means to start business. They also share the fact that they have to be registered with an official authority, this being the local court for the GmbH and the Registrar of close corporations for the close corporation. In both cases, after registration the public has to be informed. However, differences in this founding process exist reflecting the position of the GmbH as a 'Kapitalgesellschaft'. As the share capital required is meant to protect the creditors, the GmbHG sets out in detail provisions with regard to the members' contribution and its maintenance. In addition the position of a managing director is compulsory, he has specific tasks in the process of filing the formal application. Even with these differences in mind, it is interesting to compare some aspects of the founding process, i.e., provisions regarding name, domicile, transparency of financial matters, kind of business and amendment of articles of association and founding statement.


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