von Göler (Hrsg.) / GmbH Online-Kommentar / § 19
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§ 19 Payment of capital contributions

(1) Payment of capital contributions in respect of the shares shall be made in proportion to the contributions in cash.

(2) The shareholders may not be exempt from the obligation to pay the capital contributions. A payment may be offset against the company’s claim only in the form of a claim arising from the transfer of assets whose crediting against the obligation to pay capital contributions has been agreed in accordance with section 5 (4), first sentence. No right of retention may be asserted against the object of a contribution in kind on the basis of claims which do not refer to the object.

(3) The shareholders may be exempt from the obligation to pay capital contributions on the basis of a capital reduction at most in the amount of that contribution by which the share capital has been reduced.

(4) If, upon economic consideration and on the basis of an agreement reached in connection with the taking over of a contribution in cash, a contribution in cash made by a shareholder is to be regarded either fully or partly as a contribution in kind (hidden contribution in kind), this does not exempt the shareholder from the obligation to pay a capital contribution. However, the agreements concerning the contribution in kind and the legal acts performed to execute them shall not be ineffective. The value of the asset at the point in time at which the company files the application for entry in the Commercial Register or the point in time of its assignment to the company, if this is a later point in time, shall be credited against the shareholder’s continuing obligation to pay a contribution in cash. The crediting shall not be effected before the company is entered in the Commercial Register. The burden of proof regarding the intrinsic value of the assets shall be on the shareholder.

(5) If a payment to the shareholder has been agreed prior to the capital contribution which corresponds, in economic terms, to a repayment of the capital contribution and this is not to be regarded as a hidden contribution in kind within the meaning of subsection (4), this exempts the shareholder from his obligation to pay a capital contribution only if the payment is covered by the full right of return which is due at any time or can fall due on account of termination without notice by the company. Reference to such payment or the agreement to make such payment shall be included in the application for registration made in accordance with section 8.

(6) The company’s claim to payment of the contributions shall become statute-barred ten years after the claim arises. If insolvency proceedings are opened against the company’s assets, the period of limitation shall not end until six months have elapsed since the insolvency proceedings were opened.

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