[eu]cite

Home› Commercial & Company Law› UmwG (EN)

Book 8 · Transitional provisions and final provisions › Section 353

Release from liability for pre-existing obligations

Section 45, section 133 subsection (1) and subsections (3) to (5), sections 157, 167, 173, 224, 237, 249, and 257 apply also to liabilities in existence since before 1 January 1995 if

1.  the transformation is entered in the register thereafter, and

2.  the liabilities become due no later than four years after the point in time at which notice of the transformation’s entry in the register has been given by publication, or if they have come into existence after the Act on the Limitation in Time of the Continuing Liability of Shareholders (Gesetz zur zeitlichen Begrenzung der Nachhaftung von Gesellschaftern) of 18 March 1994 (published in the Federal Law Gazette I, p. 560) has taken effect.

Section 45, section 49 (4), section 56, section 56f (2), section 57 (2) and section 58 (2) of the Transformation Act in the version promulgated on 6 November 1969 (published in the Federal Law Gazette I, p. 2081) and modified by Article 10 (8) of the Act of 19 December 1985 (published in the Federal Law Gazette I, p. 2355) are applicable to liabilities falling due at a later time that had been in existence before the Act on the Limitation in Time of the Continuing Liability of Shareholders of 18 March 1994 (published in the Federal Law Gazette I, p. 2081) taken effect, with the proviso that the prescription period amounts to one year. In those cases in which the laws applicable thus far did not provide for the possibility of transformation, the liabilities set out in sentence 2 will become statute-barred in accordance with the provisions cited therein.

←→ also move between sections