Zur Behandlung einer gelöschten limited company als Restgesellschaft in der Bundesrepublik Deutschland

If a limited company, which does business in Germany, gets dissolved under UK law, without being wound up before, problematic questions arise under German law. This is primarily due to the constitutive effect of the striking off the register under UK law. Who is entitled to the estate of the limited company? Who can be held responsible for the limited company’s liabilities after the dissolution? Can the company’s business be continued? Courts and scholars seem to agree that these problems can be solved by applying the concept of the so called „Restgesellschaft“ which is a development of the law on confiscation. The thesis assesses the application of this concept and proposes an alternative route by applying the law of succession. In addition, the thesis deals with the consequences where activities are conducted on behalf of the limited company after it has been dissolved.