The Limited
The Limited company is a company form in Great Britain, which is structurally with the GmbH limited company comparable. It is fulfilled in Great Britain even for smaller enterprises the most common form of the finance company and thereby similar economic functions as the German or Austrian GmbH. The Limited company enjoys, in particular because of their small minimum investment of 1 £, also abroad of rising popularity.
Kinds
- private limited company by shares (Ltd.), which is for small and medium-size enterprises the usual form of business organization
- private limited company by guarantee, in which deviating from the usual form of the corporation no capital stock is formed, but the shareholders a warranty to deliver to in-be entitled in case of the insolvency of the society up to a certain amount for the commitments of the society
- public limited company (PLC), which is the usual form of business organization for large, often quoted enterprises
- company limited by guarantee, a special form, which is used with non-profit-oriented enterprises
There is corresponding form of the finance company in Great Britain none organizational the GmbH in the German-speaking countries. The economic function of the GmbH becomes here from the private forms of the corporation (private one/Propriety/Proprietary Limited company - Pty. Ltd. CO.) filled out. Only the shares of the public corporation (Public Limited company, PLC) can be acted at the stock exchange. The company of the society must contain the legal form characteristic additive in each case. Usually the contractions become Ltd. or PLC uses.
The Limited company can be created by one or more persons as shareholders (more shareholder). Furthermore a managing director (director) and a secretary (secretary) must be ordered for the society. These positions may be taken also by shareholders.
Further the Limited company is said like a finance company and has thus its own juridical personality. This makes a combination like for example the Ltd. & CO. Kg possible.
After the iurisdiction of the EuGH it is permissible, for the business activity in the own country also of the company forms of other member countries of the European union to avail itself (judgement of the EuGH from 05 November 2002 - R-S. C-208/00 - “overseas ring”. In this connection the British Limited company found particularly because of the flexibility in capital resources and because of the possibility of a fast establishment for large popularity.
Even if the Ltd. not in Great Britain, it resides according to the regulations valid in Great Britain for it is based and into the there registers registered. The Ltd. needs a manager in Great Britain. Organs and rights of representation depend on the right of Great Britain.
On the other hand the actual business activity is subject to the society the right of the seat state.
If the society resides in Germany, then it is treated for taxation like a German finance company and has their balances according to German tax law to provide. The results of this annual balance are to be likewise submitted with the English trade register (Companieshouse) in shortened form (depending upon conversion).
In Germany already 2006 30,000 Limited Companies existed, why of a competition of the legals form between GmbH and Ltd. the speech is. The Federal Government intends to strengthen by a modernization of the GmbH right the German legal form.
The employment of the Ltd. in Germany is not without risk. Because of the small capital stock the creditors require frequently personnel collateral (z.& endorsements or pre-payments) of the partners. In addition, this occurs at the GmbH, often however in weaker form. Also are banks again created Ltd. Trading accounts on their names refused. In this connection before all local banks like savings banks remarkable became possibly in particular. With internationally active credit institutes there are usually hardly problems with good personal background of the accessor.
Off the legal risks: In Germany active limit OD enterprises have with some parts of the population allegedly a bad reputation, there were stated, a part of these enterprises „windy “or illegitimate business would operate. A GmbH could be from therefore in different German domestic traffic circles from higher reputation.
The statement however, some limit OD entrepreneurs would try to mask over the legal form choice the persons active behind the enterprise can be answered that in accordance with HGB and English right of the business leaders on all letters must be indicated. A complete firm information is besides with the British Companieshouse for 1 British Pound by credit card on-line and economically available.
After a judgement of the BGH the British liability law applies, even if the society has its administrative seat in Germany.
The collision of German right with the British corporate law entails still existing juridical insecurities. In particular the question of the partner and managing director adhesion saves to that extent risks.
Whether the English right or German right stricter liability risks with itself brings is disputed. Depending upon interest situation here quite different positions are e.g. taken by e.g. the firm mediators on the side and the Chambers of Commerce, notaries and on German establishments specialized lawyers on the other side. Different sources of the proponents and Skeptiker are to be regarded by therefore it reserved.
The statement of some Chambers of Commerce, which seem to have problems with the be entitled-moderate collection of all Limiteds, the Limited is very many riskier than a GmbH, is anyhow probably just as little durable, as the statement some dubious offerers, a Limited releases in principle from each personal responsibility.
Safe it is however that there are none with the Limited „i.G. “phase comparably „the GmbH i.G. “. A Vorgesellschaft does not exist thereby which perhaps e.g. however over the Konstrukt „of the Ltd. & CO. Kg “to be healed could, in order to make Vorinvestitionen valid.
But the Ltd. can. but within 24 hours to be based, which does not make the GmbH possible with complete personal adhesion of the partners in the establishment phase. In this point is the Ltd. the GmbH consider.
Likewise is the Konstrukt of the covered Sachgründung of the Ltd. unknown, which can bring substantial risks in the GmbH right for unaquainted ones with itself.
In the establishment phase the GmbH is thus by the statutes of the Gesellschafterhaftung “in establishment”, as well as the dangers of a covered Sacheinlage clearly adhesion as the Limited.
And sometimes allegedly the “feared” 3-Wochen-Frist in the case of insolvency (from the GmbHG), existing at the GmbH, for the registration of the insolvency is likewise not given after English right.
Nevertheless it is at present uncertain whether the passage originating from the GmbHG can be assigned to the insolvency law and so that in Germany also is applicable to the Limited. To that extent an insolvency request obligation is in the case of doubt with one in the limit OD right experts lawyer to discuss to clarifying of the supreme court is given.
It can be in summary said that the question of the liability risk cannot be generalized for or against Limited or GmbH.
Crucially for an adhesion after English right it is among other things that the managing director does not abuse the protection of the Limited fraud-like or deliberately into the bankruptcy drives the enterprise without any obvious chances of success. It has to represent the interests of the creditors in this instant after best knowledge, since the case of adhesion for the managing director occurs otherwise also here.
To note it is also that an insolvency of the Limited does not release obligatorily the insolvency request obligation after English right. Otherwise the adhesion capital would be already exceeded and the Ltd. with the purchase of two stamps to 0.55 EUR. would stand before the insolvency. Is more crucial with the Limited therefore the profit prospects which can be expected.
Since the Limited must be able to be ungeschränkt active also in Germany in accordance with EuGH, thus an undercapitalization must be evaluated differently than at the GmbH.
In the operating phase the adhesion question in the comparison of the company forms GmbH and Limited cannot be clarified at present thus clearly. Safe it is however that with resolution and malicious acting, both company forms can to protect and not be supposed defraudation etc. against the adhesion.
Tendentious it is to be observed however also here that English courts limit “piercing the the corporate veil” rather, while in the German similar “reaching through adhesion” in the last years a contrary movement was recognizable. According to data the legislator is at present also endeavored to develop the “Gläubigerschutz” further in the context of the reform of the GmbH right which could lead in reverse to increased reaching through liability risks.
In addition, these statements are to be regarded with distance, since statements producing this panic are often met by firm advisors, who profit substantially from bankruptcy completions.
The liability of the managing director is safe with punishable offenses, like fraud in each case. Hiervor can be supposed and both Gesellschaftskonstrukte not to protect. An adhesion reaches through here direct on the acting persons.
Risk that just like at the GmbH may not be underestimated, is forgetting the regular reporting obligations to the Companieshouse. Here there is the Annual report - where the present conditions over managing directors and shareholders must be specified, and the Annual account - thus the end-of-year procedure, which is usually computable from the German conclusion. These obligations must be kept, since otherwise sensitive punishments threaten.
The Annual report can be usually provided on a clear form that as pdf is available with the Companieshouse. For the Annual limit OD founder offers account like “Go-Limited” Excel tables for transferring the results.
The Limited and GmbH at present in practice therefore in summary probably offer a comparable limitation of liability, since in the multiplicity of all cases by German right it would have to be essentially judged whether resolution or fraudulent intentions was present. If this is not the case, both limits of liability are equivalent far apart from the different height of the adhesion sum. For business failure fraudulent kind are not clearly better both legals form than a GbR or OHG, where unrestricted personal adhesion is given.
Quelle:www.wikipedia.org