Berlin appellate court accepts foreign notarisation of a merger of two GmbHs

On 26 July 2018 the Higher Regional Court of Berlin (Kammergericht Berlin) decided that the notarisation of the merger agreement and the merger resolutions for the merger of two German GmbHs (limited liability companies) by a Swiss notary in Canton Basel-Stadt is valid and must therefore be registered in the German Commercial Register (case no. 22 W 2/18). The final and binding decision was made in conformity with a previous decision of the same court dated 24 January 2018 which JP Rechtsanwälte has already examined in an earlier article.

The decision strengthens the notarisation in Switzerland further. Under certain conditions one may consider the notarisation of transactions which affect the constitution of the GmbH (like the formation, transformation, amendments to the articles) in certain Cantons of Switzerland, in particular when the involved values are particularly high.

Mario Lindner

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