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Litigation financing
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Monetisation
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Shelf companies
FACTS & FIGURES
GERMAN JOINT-STOCK
COMPANY (AG) GERMANY
› purchase price: EUR 55,000
› incl. EUR 50,000 share capital
› upon request with bank account ready for the acquisition
GERMAN JOINT-STOCK
COMPANY (AG)
TWO TYPES OF
BANK ACCOUNT
Our German shelf AGs are set up already-made and
1. Bank account ready for the acquisition
have not engaged in any business activities; any inhe-
The current bank account of the company is available
rited risks are thus precluded. They are entered in the
for future business. The new Management and purchaser
commercial register in Berlin, Düsseldorf, Frankfurt/
must legitimise themselves vis-à-vis the bank (KYC) in
Main, Hamburg and Munich and are ready for immediate
order to ensure availability of the balances.
acquisition.
2. Credit transfer per order cheque
The purchase price amounts to EUR 55,000 (incl.
An order cheque is issued in the amount of the total
EUR 50,000 fully paid-up share capital) and contains
account balance of the company. Thus, the new Manage-
all start-up and prior administrative costs.
ment transfers the bank deposits to an account of the
company which they opened separately for this purpose.
A special legitimacy vis-à-vis the existing bank in this case
is not required. The old bank account of the company is
automatically dissolved once the cheque is deposited with
the new bank and is no longer available for subsequent
SHARE CAPITAL FOR AN AG:
EUR 50,000
› issued in 50,000 shares without par value
›
prior to transfer the full share capital is paid-up
an available
›
on the bank account of the company and directly
accessible by the new Management Board
›
not reduced by start-up costs and costs of previous
administration
operational use.
5 STEPS TO
YOUR AG
1
Reservation
You order the shelf AG from us at one of our founding
sites and reserve it free of charge and without obligation.
The reservation term is generally one week; for longer reservation terms please contact us.
FACTS & FIGURES
German joint-stock company (AG)
2 5 documents on the GmbH reserved for you: Registration
tion are documented at this meeting – especially the name
notice in the commercial register in addition to Articles of
change and the new business purpose.
Advance information
After making your request, you receive a reservation
confirmation from us along with copies of the following
Appointment with the notary
You make an appointment with the notary of your
choice. The necessary changes in the Articles of Associa-
Association and a current bank account statement of the
company. Conversely, we require information regarding the
Your notary submits the notification of all changes for
the company from you.
entry into the commercial register and sends us a simple
copy of the documents submitted. Please discuss with
You have two options here:
your notary the persons who must participate in the appli-
a) You complete the questionnaire on the company and
cation and which documents are required for the meeting.
e-mail or fax it back to us. You will receive the questionnaire from us with your confirmation – or you can go
to: foris.com/shelfcompanies/our-range
b) You call us during business hours: Monday to Friday
from 9:00 a.m. to 6:00 p.m.
3 RESERVE YOUR SHELF COMPANY
FREE OF CHARGE AND WITHOUT
OBLIGATION:
Purchase price
[email protected]
For the binding acquisition of shares in the company
Telephone +49 228 95750-80
you conclude a purchase and assignment agreement with
Fax
+49 228 95750-87
us by sending us the copies signed by the purchasers.
The agreement is concluded by countersignature. In addi-
FORIS AG | Kurt-Schumacher-Strasse 18–20 | 53113 Bonn,
tion, you pay the purchase price (incl. share capital) into
Germany
the account designated by us in the agreement. It is also
sufficient if a German lawyer or tax adviser confirms to us
the receipt of the purchase price in a trust account – designated to be forwarded to us. Alternatively you may provide
us with the irrevocable and unconditional undertaking to
pay the purchase price in writing from a German lawyer or
tax advisor. In such cases, the purchase price increases by
EUR 200 to cover our additional costs.
4 Documents by courier
Once the purchase price is paid or its payment is
sufficiently ensured, we immediately deposit the outstan-
ABOUT FORIS
ding part of the share capital into the bank account of the
company. In addition, we appoint new members of the
As an industry leader in Germany, we have established
governing bodies (Management and Supervisory Board)
and sold corporations for over fourteen years. During
according to your specifications.
this period, we have established more than 7,000 companies.
You will receive by courier a signed copy of the purchase
and assignment agreement, the original company docu-
Many law firms, accountants, auditors, M&A advisers,
ments as well as a confirmation from the bank regarding
companies and corporations buy their legal entity as a
the full payment of the share capital. Of course, we can
previously founded FORIS shelf company. This saves
also provide the documents directly to your lawyer or
our clients time, and they can avoid the potential liability
notary.
of going through the start-up process themselves.
QUESTIONNAIRE
German joint-stock company (AG)
GERMAN JOINT-STOCK COMPANY (AG)
We require additional information to prepare the sale of the company.
Please fill out the questionnaire below and return it by fax or e-mail:
E-mail
[email protected]
Adress FORIS AG, Kurt-Schumacher-Strasse 18–20, 53113 Bonn, Germany
Fax
+49 228 95750-87
Internetwww.foris.com
I. INFORMATION ON PURCHASER(S) OF SHARES
If there are multiple purchasers, please enter the desired shareholding in the joint-stock company (AG) as a percentage. If
there are more than three purchasers, please use a copy of this page and adjust the numbering of the purchasers accordingly.
1. Purchaser
2. Purchaser
Surname, first name or company
Surname, first name or company
Street, house number
Street, house number
Post code, town/city
Post code, town/city
(For companies) local court and commercial register
number
(For companies) local court and commercial register
number
Legal representative
Legal representative
%
Desired shareholding
%
Desired shareholding
3. Purchaser
Surname, first name or company
Street, house number
Post code, town/city
(For companies) local court and commercial register
number
Legal representative
%
Desired shareholding
FORIS | Jan 2017
Return to: [email protected] or by fax to: +49 228 95750-87
Page 1
QUESTIONNAIRE
German joint-stock company (AG)
II. INFORMATION ON THE FUTURE BOARD OF DIRECTORS
Only one member of the board of directors is required
1. Member of the board of directors
2. Member of the board of directors
Surname, first name
Surname, first name
Street, house number
Street, house number
Post code, town/city
Post code, town/city
Date of birth
Date of birth
Sole power of representation
yes
no
Sole power of representation
yes
no
Exemption from Section 181, 2nd
alternative German Civil Code (BGB)
yes
no
Exemption from Section 181, 2nd
alternative German Civil Code (BGB)
yes
no
Appointment is made for a limited term until
Appointment is made for a limited term until
III. INFORMATION ON THE FUTURE SUPERVISORY BOARD
Please include at least three members of the supervisory board.
1. Member of the supervisory board
2. Member of the supervisory board
Surname, first name
Surname, first name
Street, house number
Street, house number
Post code, town/city
Post code, town/city
Occupation (optional)
Occupation (optional)
Date of birth
Date of birth
FORIS | Jan 2017
Return to: [email protected] or by fax to: +49 228 95750-87
Page 2
QUESTIONNAIRE
German joint-stock company (AG)
3. Member of the supervisory board
Surname, first name
Street, house number
Post code, town/city
Occupation (optional)
Date of birth
IV. F
UTURE COMPANY NAME AND REGISTERED OFFICES OF THE
JOINT-STOCK COMPANY (AG)
Company
Street, house number
Post code, town/city
V. NOTARY
The following notary has already been selected:
I would like to ask for suggestions for a notary in:
Surname, first name
Law firm/notary
Street, house number
Post code, town/city
Telephone, e-mail
FORIS | Jan 2017
Return to: [email protected] or by fax to: +49 228 95750-87
Page 3
QUESTIONNAIRE
German joint-stock company (AG)
VI. CONTACT PERSON FOR THIS ACQUISITION PROCESS
Surname, first name
Notary
Law firm/company
Lawyer
Tax adviser
Street, house number
Post code, town/city
Telephone, e-mail
VII. BANK ACCOUNT AND OTHER REMARKS
The current bank account of the company
should be transferred:
yes
no
Other
FORIS | Jan 2017
Return to: [email protected] or by fax to: +49 228 95750-87
Page 4