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Part 2 · Special provisions  ›  Division 7 · Division by separation out of the assets of a sole trader › Section 157

Limitation in time of the liability for transferred liabilities

(1) The sole trader will be liable for the liabilities set out in the division by separation and takeover agreement if they are due before five years have lapsed after the division by separation and, on their basis, claims of the type designated in section 197 (1) nos. 3 to 5 of the Civil Code have been established against him or her, or if a court enforcement action or an enforcement action by the authorities has been taken or applied for; where public-law liabilities are concerned, it suffices for an administrative decision to be issued. The liability of the sole trader as shareholder of the acquiring legal entity pursuant to section 126 of the Commercial Code remains unaffected hereby.

(2) The time limit commences running on the day on which notice of the entry of the division by separation in the register maintained at the seat of the sole trader has been given by publication in accordance with section 125 read in conjunction with section 19 (3). Sections 204, 206, 210, 211 and section 212 (2) and (3) of the Civil Code applying to prescription are to be applied accordingly.

(3) The establishment of claims of the type designated in section 197 (1) nos. 3 to 5 of the Civil Code will not be required should the sole trader have acknowledged the claim in writing.

(4) Subsections (1) to (3) are to be applied also if the sole trader takes up management activities in the legal entity having a different legal form.

Subdivision 3
Division by separation for purposes of new formation

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