Glossary · Formation and notary

Shell company purchase (Mantelkauf)

Also: Mantelkauf, GmbH-Mantel, Mantelgesellschaft, dormant company purchase

In short

In a shell company purchase, someone acquires the shares of a GmbH or UG that has ceased trading in order to use it for a new business. Unlike with a shelf company, there may be legacy liabilities from its previous activity.

Shell company purchase (Mantelkauf) explained

What is bought are the shares, and their assignment requires a notarised contract (Sec. 15 (3) GmbHG). With the shell, you take over everything the company has behind it, such as outstanding liabilities, tax claims or ongoing contracts. If the empty shell is revived with a new business, this is an economic re-formation that must be disclosed to the register court, together with a declaration that the share capital is available; otherwise, the shareholders face liability as in a defective formation. Books and contracts should be examined closely before the purchase.

Legal basisSec. 15 (3) GmbHG; case law on economic re-formation

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Related terms

GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Share capital (Stammkapital)The share capital is the capital of a GmbH or UG specified in the articles of association; for a GmbH it is at least €25,000, for a UG less, mathematically from €1. For a GmbH, at least €12,500 must be paid in for the application; for a UG, the full amount.UG (haftungsbeschränkt)The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with less than €25,000 share capital, mathematically from €1, which must be paid in full in cash before the application. In return, it must put a quarter of its annual net profit into a reserve every year.Articles of association (Gesellschaftsvertrag)The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.Corporate purpose (Unternehmensgegenstand)The corporate purpose describes in the articles of association what the company does. It is part of the mandatory content of the articles of association of a GmbH or UG and is entered in the commercial register.

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