Britischer EU-Austritt und Scheinauslandsgesellschaften

Currently, approximately 10,000 British private limited companies have their administrative headquarters in Germany. Brexit will have some drastic consequences for these mostly small companies. In particular, Brexit will lead to the unlimited personal liability of the shareholders for all of the company’s new and old liabilities. These consequences seem to be so serious that the affected companies will have to change their legal form into that of a German company with limited liability before Brexit becomes effective. The author examines the various ways of transformation currently available and assesses their suitability for the affected companies. In this context, he also addresses the most recent proposed solution of the German legislator. In January 2019, the 4th UmwGÄndG came into force, which introduces a new way of transformation: the transnational merger into a German commercial partnership.