2. If a shareholder wishes to transfer his share of the capital, any other shareholder is entitled to a right of pre-emption. The same applies in the event of a transfer to a partner. The period laid down in the first sentence of Article 469(2) of the Criminal Code for the exercise of a right of pre-emption shall be extended to two weeks from receipt of a notarized copy of the contract for the sale of shares. The GmbH is a commercial enterprise with a separate business organisation and legal personality. Unlike partnerships, the focus is not on the combination of people, but on the provision of capital. It can be set up for any authorized purpose. It has a share capital defined by the shareholders` agreement corresponding to the sum of the share deposits to be made by the shareholders. Only the company is liable for the company`s debt to creditors.
3. Legal relationship of the partners, liability The Sarl is managed by at least one manager who does not need to be a partner, but who cannot be a legal person. Shareholders may remain associated with management (including on a daily basis) by means of general or specific instructions addressed to the Managing Director( including on a daily basis). The director reports directly to the shareholders and can be re-elected by the shareholders at any time. The delay in the commercial register procedure can be avoided by acquiring an existing company (“storage company”) from a founding agent for a fee. These companies are constituted by professional companies that operate as legal departments, whose share capital is endowed and maintained in stock. Despite the full payment of the share capital, the guaranteed freedom of charge and the absence of prior participation in economic operations, the acquisition of a storage company is considered an economic creation. The jurisdiction is for the SARL to be constituted as a bulk entity; and, as part of the acquisition, be endowed with a business. Accordingly, the above-mentioned provisions on the creation of a limited liability company, intended to ensure the capitalization of the company, are applied consistently. In addition, the acquisition of the share capital of the GmbH is also subject to the Registry Court. Consequently, the economic refoundation must be disclosed to the registry court and the manager of the GmbH must ensure that the shares have been made available.
This CEO`s assurance is intended to demonstrate that, if the company has already suffered losses, shareholder payments are not fully or partially exhausted. If the refoundation of the GmbH is not disclosed, this results in a personal and generally unlimited liability of the partners. . . .