Brexit is imminent: Certified translations for your change of company name

We provide high-quality translations of your commercial register excerpt, merger plan or shareholders’ resolution

The English Limited used to be a popular legal form in Germany, until the so-called “entrepreneurial company” (Unternehmergesellschaft or UG) was introduced. It was possible to set up a limited liability company with significantly less share capital. Due to the Brexit, the Limited may now turn into a liability trap for shareholders.

Brexit: GB companies operating in Germany must change their legal form

More than 30,000 companies with administrative headquarters in Germany operate under an English legal form, such as a Limited or a PLC. As things stand at present, Great Britain will leave the EU on 29 March 2019. Companies must expect to have their legal form disestablished. It can therefore be assumed that the Limited and the PLC will be treated like a general partnership (OHG) or a civil partnership (GbR) after Brexit. The European Court of Justice had ruled this way in a corresponding verdict. From now on, shareholders may be held liable for corporate liabilities also with their private assets.

Renewal of the Transformation Act provides remedy

At the suggestion of the Federal Minister of Justice, Katarina Barley, the Transformation Act was renewed. It has been in force since 1 January 2019. Companies with German administrative headquarters and English legal form can convert their English legal form into a GmbH or UG. The following options are available for this purpose:

  • Merger
  • Change of legal form
  • Holding structure

Detail of the law requires swift action

The Transformation Act stipulates that companies must have their transformation plans notarized before Brexit. Only then can the new law be applied. Although a change of legal form is still possible up to two years later, the legal documents must be certified and notarized beforehand. Until then, there are currently less than three months left. Time is of the essence.

We provide high-quality translations of your legal documents

The transformation of your Limited or PLC can be carried out under the EU Directive 2005/56/EC. On the German side, the Transformation Act forms the legal basis. Since both in Germany and in England corresponding legal documents must be submitted to the competent courts, the process requires some certified and above all legally correct translations.

English excerpt from commercial register to be submitted to German court

In order to merge your company with a German GmbH, UG or AG, you first need a “Pre-Merger Certificate”. The certificate of approval can be applied for at the English court.

Since the merger can only be carried out after the consent of a court and a period of two months from the date of announcement in the English Commercial Register, the notarization of the certified translation of the “Pre-Merger Certificate” is sufficient.

Merger plan and resolution of the Annual General Meeting or the Shareholders’ Meeting

The merger plan must be submitted to both the English and the German notary. In addition, shareholders of both countries have an interest in the document. A certified and accurate translation that strikes the right note and communicates information correctly is therefore essential.

The merger, the change of legal form or the establishment of a holding structure shall be resolved by the shareholders. For the notaries to be able to act, they must see a certified resolution of the Annual General Meeting or the Shareholders’ Meeting that records the proposed transaction. You therefore need the document both in English and German.

As a commercially oriented translation agency with core competencies in corporate law, we are happy to support you in the upcoming change of legal form or a merger due to the Brexit.

Do you have questions regarding our services or have a specific enquiry?  Feel free to call us at +49 6171 – 7039 966 or send us an Email!