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Sample translations submitted: 1
German to English: Establishing of a limited company
Source text - German No of deed roll for 2009
!!BK61!!
in Kassel on
appeared today:
1.
Businessman, Mr.Rainer Lippe, born on , resident in ,
personally known
2.
Mr. Aminu Ismailia, born on , resident in ,
identified by
The public notary asked about a prior involvement in terms of section 3 paragraph 1 No. 7 of the German Code of Authentication. This was negated by the appeared.
According to the declarations of the appeared, I notarize the following:
I.
Formation of a Limited Company
Herewith, the appeared form a limited company in accordance with this deed and the statutes enclosed as annex to this certificate.
The firm of the company is:
Limited Company
Headquarters of the company is Kassel.
II.
Place of the business premises
The business premises of the company are located in Köinigstor 35, 34117 Kassel.
III.
Costs
The company bears the costs of this agreement, the registration of the company in the Commercial Register as well as additional costs up to the amount of 1,500.00 €.
IV.
Of this certificate receives:
an electronic attested photocopy
Local Court of Kassel
Copies receive:
1 X each partner
2 X the company
1 X the Chamber of Industry and Commerce
1 X the Corporation Tax Office (revenue office)
1 X the solicitor of the company Dr. Andreas Nodoushani, Wille Solicitors,
Wilhelmshöher Allee 23, 34117 Kassel
1 X the tax consultant of the company, Ralf Röhrig, ,
V.
Caution
The public notary indicated that
1. the limited company, as such, only comes into being with its registration in the
Commercial Register;
2. the tortfeasor and those who agree with this acting, are personnally as well as jointly and severally liable when actions for the company are performed before registration in the Commercial Register;
3. a registration in the Commercial Register only occurs, if in case, the company is subject to governmental authorization and this authorization is already given;
4. the partners are jointly and severally liable for unpaid capital contributions.
VI.
Resolution adopted by the Partners
The appeared will then convey a first extraordinary partners’ meeting and concordantly decide the following:
To first managing director will be appointed:
Businessman, Mr. Rainer Lippe
The managing director, Mr. Rainer Lippe, is entitled to represent the company individually / solely - even if further managing directors are appointed - and is exempt from limitations stated in section 181 of the German Civil Code.
Furthermore, the partners will decide:
Of the company’s annual turnover, a monthly amount of 2 of hundred will be spent for Advertisement / Marketing and the amount of 10 of hundred, for Administration.
There are not made any further decisions.
The partners’ meeting was then closed.
The appeared give their consent to the public notary for storage and processing of the dates related to this negotiation, especially, of addresses, birth dates, professions, bank details and registrations in the Commercial Register.
The aforementioned protocol together with the annex (statutes) was read out to the appeared by the public notary. It was approved and personally signed by them as follows:
Annex to the negotiation on
Deed roll No /2009 of the public notary
The headquarters of the company is located in Kassel.
Section 2
Subject of the Enterprise
Subject of the enterprise is the international management consultation, support of economy, especially of that in Africa, as well as import and exports of goods of all kind.
The company is entitled to all legal transactions that are suited to serve the objects of the company direct and indirect. It can have a stake in other, the same kind or similar enterprises and it can establish branches.
Section 3
Duration of the Company / Financial Year
The company is established for an indefinite period.
Financial year is the calendar year.
The first financial year will start with the registration of the company in the Commercial Register, however, at the earliest on 1st January 2009. It will end on the following 31 December (abbreviated financial year).
The company can already participate in legal relations from the date of establishment.
Section 4
Ordinary Share Capital
The ordinary share capital of the company amounts to 25,000.00 €
(in words: twenty-five thousand euros).
Of this amount
a) the partner Rainer Lippe
will absorb a share of 8,500.00 €,
b) the partner Aminu Ismailia
will absorb a share of 8,250.00 €,
and a further share of 8,250.00 €.
The capital contribution is to be made in money, namely, each amounting to 1/2, due with the signing of the partnership agreement. Balance is to be made on request of the company.
Section 5
Disposal of shares
To be operative, the signing over of shares or parts of shares require the prior consent of all partners. The same applies to the obligation for an assignment of stakes.
The shares cannot be pawn or encumbered with a third partie’s rights.
The entitlement of the partners, the entitlement to profit, for example, cannot be assigned to a third party.
Section 6
Collection of shares
The collection of shares is acceptable without the consent of the partner affected, if
a) the share of one partner’s creditor is being pawn or otherwise executed and the
enforcement measure is not being abolished within two months, up to the evaluation of share, at the latest;
b) insolvency proceedings is being instituted against the partner’s assets or the
institution of such a proceedings is being rejected due to the lack of the costs covering the mass;
c) the partner’s conduct of person is a reason to justify his foreclosure.
The collection will be declared by the managing directors in appropriate number of the authorised representatives. The collection requires a partners’ resolution that is made of a 3/4 majority of the available votes. The affected partner is not entitled to voting rights, his votes do not count at evaluation of the available votes.
The collection effects gainful.
The remuneration is calculated by value of shares resulting from the book values in addition to an extra charge of 10 percent; a goodwill is not being considered at the share collection.
Interim profit distributions that are fed from balanced reserves or from accumulated profit decrease remuneration.
Balance due in settlement of claims is to be paid in three even annual instalments starting one month after resignation. The respective balance due in settlement of claims is to be borne with 6% above the official prime rate. Interests are subsequently due with each settlement rate. If the company or the partner/s remaining do/does not put a directly liable, absolute, irrevocable and unlimited guarantee of an accredited duty and commercial guarantor, the balance due in settlement is immediately payable.
After the corresponding partners’ resolution, the company can require that the share is conveyed against the same remuneration as in case of collection and at even respites completely or split, to the person itself or a person appointed by him/her, instead of collection.
A collection is only acceptable when the capital contribution is fully paid and the collection remuneration can be effected from that part of the company’s capital that exceeds capital contribution.
Section 7
Managing Director and Representation
The company has one or several managing directors.
If one managing director is appointed, he will always represent the company alone.
If more managing directors are appointed, the company is represented commonly by two managing directors or by one managing director together with a director appointed to signatory power.
Appointment and withdrawal of the managing directors is being incumbent on the partners’ meeting.
The partners’ meeting is also able to grant one, several or all managing directors authorization to sole agency as well as free them from the limitations of section 181 of the German Civil Code.
Section 8
Annual Accounts / Reinvestment of Profit / Profit Distribution
The annual accounts (balance sheet, profit and loss accounting and annex) are to be made by the managing director within the legal period of time after ending of the financial year.
The reinvestment of profit according to section 29 paragraph 1 clause 1 of the German Law on Limited Companies is subject to the partners’ resolution. They can decide that the profit will be completely or partly supplied to the reserves or carried forward onto new account (section 29 paragraph 2 of the German Law on Limited Companies).
If a division of profits is being decided, the dispersing profit is to be distributed to the partners in proportion of the nominal values of shares to each other.
Section 9
Meeting of Partners / Resolutions of Partners
A meeting of partners is to be summoned by the managing directors in appropriate number of authorised representatives, should the convention be of interest to the company.
The legal regulations apply to forms and time that are relevant for the invitation.
The rights of minorities according to section 50 of the German Law on Limited Companies remain untouched.
The partners’ resolutions require a 3/4 majority of the available votes, as far as the law does not compulsory stipulate a larger majority.
The partners’ meeting has a quorum, if at least a 3/4 of the available votes are present. If the partners fail to reach this majority, in turn, a second meeting of them has to be arranged immediately, with the legal period of time and the same agenda. They can only make decicions concordantly and with all the available votes.
The voting is made according to shares. Every 1.00 € of a share grants one vote.
The voting right can only be executed consistently for one share.
At the partners’ meeting, every partner can be represented by an entitled representative or / and consult a person obligated to secrecy.
The authorisation must be in written form. It is to be presented at the partners’ meeting.
Only a fellow partner or a person obligated to secrecy can be endorsed to authorisation.
The resolutions of the partners only can be appealed to a court within a foreclosure of one month.
The time limit starts with the day of announcement of the resolution and ends with the filing date of action at the appropriate court.
The resolutions of the partners can as well be passed in written form outside of the partners’ meeting and with the consent of all partners.
Section 10
Service Transactions with Partners
The granting of taxable advantages to the partners outside the statutory distribution of profits resolution is inadmissible as far as it is not about an adequate remuneration for accomplishments in the company’s interest.
Agreements relating to this are always to be made in advance.
Section 11
Cancellation
The company is established for an indefinite period.
It can be cancelled by any partner and is subject to a term of 6 months at the end of a financial year; for the first time, on 31 December 2009.
The cancellation is to be directed by a registered letter for the attention of the managing directors. The date of the cancellation’s despatch is applicable for the timeliness of the cancellation.
The partner handing out his resignation, withdraws from the company. The company is being continued by the remaining partners.
The partner withdrawing due to a cancellation is obligated after choice of the partners continuing the company, to sign over his share completely or partly to the company itself, to one or several fellow partners or to a third party to be appointed by the company.
For compensation of the withdrawing partner applies the following:
If an agreement about the amount of remuneration is not being struck, the withdrawing partner receives as remuneration, the value of his partner-account as well as a compensation resulting from consideration of the booking values in addition of an extra charge of 10%; a goodwill is not being considered.
The balance due in settlement of claims is to be paid in three even annual instalments starting one month after wthdrawal. The respective balance due in settlement of claims is to be borne with 6% above the official prime rate. Interests are subsequently due with each settlement rate. If the company or the remaining partner/s does/do not put a directly liable, ablolute, irrevocable and unlimited guarantee of an accredited duty and commercial guarantor, the balance due in settlement is immediately payable.
Section 12
Testate
In case of death of a partner, the remaining partner/s can claim from the inheritor/s that the respective assign the share/s of the deceased to the fellow partners, the company itself or one of a third party, to be appointed by the company. This right can only be exercised within a period of 4 months after the case of death and the knowledge of the person’s inheritant/s.
The regulation of section 11 according to this agreement apply to compensation of the subsiding inheritants and the disbursement modalities.
Several inheritants can only perform their company rights together by a common administrator.
Article 13
Final Provisions
The nullity or defeasibility of several regulations of this agreement does not affect the validity of other regulations. They remain valid.
Side agreements do not exist.
Modifications and/or additions of/to this contract need a certification to become valid.
As far as in this contract is not made any individual rule, the legal regulations apply.
The costs of this company’s agreement and its enforcement, all additional costs included (public notary, court of justice, publication, tax consultant) is borne by the company up to the amount of 1,500.00 €.
Publications only occur in the – electronic – Federal Gazette (Germany).
With this, the company’s agreement is identified.
Translation - English No of deed roll for 2009
!!BK61!!
in Kassel on
appeared today:
1.
Businessman, Mr.Rainer Lippe, born on , resident in ,
personally known
2.
Mr. Aminu Ismailia, born on , resident in ,
identified by
The public notary asked about a prior involvement in terms of section 3 paragraph 1 No. 7 of the German Code of Authentication. This was negated by the appeared.
According to the declarations of the appeared, I notarize the following:
I.
Formation of a Limited Company
Herewith, the appeared form a limited company in accordance with this deed and the statutes enclosed as annex to this certificate.
The firm of the company is:
Limited Company
Headquarters of the company is Kassel.
II.
Place of the business premises
The business premises of the company are located in Köinigstor 35, 34117 Kassel.
III.
Costs
The company bears the costs of this agreement, the registration of the company in the Commercial Register as well as additional costs up to the amount of 1,500.00 €.
IV.
Of this certificate receives:
an electronic attested photocopy
Local Court of Kassel
Copies receive:
1 X each partner
2 X the company
1 X the Chamber of Industry and Commerce
1 X the Corporation Tax Office (revenue office)
1 X the solicitor of the company Dr. Andreas Nodoushani, Wille Solicitors,
Wilhelmshöher Allee 23, 34117 Kassel
1 X the tax consultant of the company, Ralf Röhrig, ,
V.
Caution
The public notary indicated that
1. the limited company, as such, only comes into being with its registration in the
Commercial Register;
2. the tortfeasor and those who agree with this acting, are personnally as well as jointly and severally liable when actions for the company are performed before registration in the Commercial Register;
3. a registration in the Commercial Register only occurs, if in case, the company is subject to governmental authorization and this authorization is already given;
4. the partners are jointly and severally liable for unpaid capital contributions.
VI.
Resolution adopted by the Partners
The appeared will then convey a first extraordinary partners’ meeting and concordantly decide the following:
To first managing director will be appointed:
Businessman, Mr. Rainer Lippe
The managing director, Mr. Rainer Lippe, is entitled to represent the company individually / solely - even if further managing directors are appointed - and is exempt from limitations stated in section 181 of the German Civil Code.
Furthermore, the partners will decide:
Of the company’s annual turnover, a monthly amount of 2 of hundred will be spent for Advertisement / Marketing and the amount of 10 of hundred, for Administration.
There are not made any further decisions.
The partners’ meeting was then closed.
The appeared give their consent to the public notary for storage and processing of the dates related to this negotiation, especially, of addresses, birth dates, professions, bank details and registrations in the Commercial Register.
The aforementioned protocol together with the annex (statutes) was read out to the appeared by the public notary. It was approved and personally signed by them as follows:
Annex to the negotiation on
Deed roll No /2009 of the public notary
The headquarters of the company is located in Kassel.
Section 2
Subject of the Enterprise
Subject of the enterprise is the international management consultation, support of economy, especially of that in Africa, as well as import and exports of goods of all kind.
The company is entitled to all legal transactions that are suited to serve the objects of the company direct and indirect. It can have a stake in other, the same kind or similar enterprises and it can establish branches.
Section 3
Duration of the Company / Financial Year
The company is established for an indefinite period.
Financial year is the calendar year.
The first financial year will start with the registration of the company in the Commercial Register, however, at the earliest on 1st January 2009. It will end on the following 31 December (abbreviated financial year).
The company can already participate in legal relations from the date of establishment.
Section 4
Ordinary Share Capital
The ordinary share capital of the company amounts to 25,000.00 €
(in words: twenty-five thousand euros).
Of this amount
a) the partner Rainer Lippe
will absorb a share of 8,500.00 €,
b) the partner Aminu Ismailia
will absorb a share of 8,250.00 €,
and a further share of 8,250.00 €.
The capital contribution is to be made in money, namely, each amounting to 1/2, due with the signing of the partnership agreement. Balance is to be made on request of the company.
Section 5
Disposal of shares
To be operative, the signing over of shares or parts of shares require the prior consent of all partners. The same applies to the obligation for an assignment of stakes.
The shares cannot be pawn or encumbered with a third partie’s rights.
The entitlement of the partners, the entitlement to profit, for example, cannot be assigned to a third party.
Section 6
Collection of shares
The collection of shares is acceptable without the consent of the partner affected, if
a) the share of one partner’s creditor is being pawn or otherwise executed and the
enforcement measure is not being abolished within two months, up to the evaluation of share, at the latest;
b) insolvency proceedings is being instituted against the partner’s assets or the
institution of such a proceedings is being rejected due to the lack of the costs covering the mass;
c) the partner’s conduct of person is a reason to justify his foreclosure.
The collection will be declared by the managing directors in appropriate number of the authorised representatives. The collection requires a partners’ resolution that is made of a 3/4 majority of the available votes. The affected partner is not entitled to voting rights, his votes do not count at evaluation of the available votes.
The collection effects gainful.
The remuneration is calculated by value of shares resulting from the book values in addition to an extra charge of 10 percent; a goodwill is not being considered at the share collection.
Interim profit distributions that are fed from balanced reserves or from accumulated profit decrease remuneration.
Balance due in settlement of claims is to be paid in three even annual instalments starting one month after resignation. The respective balance due in settlement of claims is to be borne with 6% above the official prime rate. Interests are subsequently due with each settlement rate. If the company or the partner/s remaining do/does not put a directly liable, absolute, irrevocable and unlimited guarantee of an accredited duty and commercial guarantor, the balance due in settlement is immediately payable.
After the corresponding partners’ resolution, the company can require that the share is conveyed against the same remuneration as in case of collection and at even respites completely or split, to the person itself or a person appointed by him/her, instead of collection.
A collection is only acceptable when the capital contribution is fully paid and the collection remuneration can be effected from that part of the company’s capital that exceeds capital contribution.
Section 7
Managing Director and Representation
The company has one or several managing directors.
If one managing director is appointed, he will always represent the company alone.
If more managing directors are appointed, the company is represented commonly by two managing directors or by one managing director together with a director appointed to signatory power.
Appointment and withdrawal of the managing directors is being incumbent on the partners’ meeting.
The partners’ meeting is also able to grant one, several or all managing directors authorization to sole agency as well as free them from the limitations of section 181 of the German Civil Code.
Section 8
Annual Accounts / Reinvestment of Profit / Profit Distribution
The annual accounts (balance sheet, profit and loss accounting and annex) are to be made by the managing director within the legal period of time after ending of the financial year.
The reinvestment of profit according to section 29 paragraph 1 clause 1 of the German Law on Limited Companies is subject to the partners’ resolution. They can decide that the profit will be completely or partly supplied to the reserves or carried forward onto new account (section 29 paragraph 2 of the German Law on Limited Companies).
If a division of profits is being decided, the dispersing profit is to be distributed to the partners in proportion of the nominal values of shares to each other.
Section 9
Meeting of Partners / Resolutions of Partners
A meeting of partners is to be summoned by the managing directors in appropriate number of authorised representatives, should the convention be of interest to the company.
The legal regulations apply to forms and time that are relevant for the invitation.
The rights of minorities according to section 50 of the German Law on Limited Companies remain untouched.
The partners’ resolutions require a 3/4 majority of the available votes, as far as the law does not compulsory stipulate a larger majority.
The partners’ meeting has a quorum, if at least a 3/4 of the available votes are present. If the partners fail to reach this majority, in turn, a second meeting of them has to be arranged immediately, with the legal period of time and the same agenda. They can only make decicions concordantly and with all the available votes.
The voting is made according to shares. Every 1.00 € of a share grants one vote.
The voting right can only be executed consistently for one share.
At the partners’ meeting, every partner can be represented by an entitled representative or / and consult a person obligated to secrecy.
The authorisation must be in written form. It is to be presented at the partners’ meeting.
Only a fellow partner or a person obligated to secrecy can be endorsed to authorisation.
The resolutions of the partners only can be appealed to a court within a foreclosure of one month.
The time limit starts with the day of announcement of the resolution and ends with the filing date of action at the appropriate court.
The resolutions of the partners can as well be passed in written form outside of the partners’ meeting and with the consent of all partners.
Section 10
Service Transactions with Partners
The granting of taxable advantages to the partners outside the statutory distribution of profits resolution is inadmissible as far as it is not about an adequate remuneration for accomplishments in the company’s interest.
Agreements relating to this are always to be made in advance.
Section 11
Cancellation
The company is established for an indefinite period.
It can be cancelled by any partner and is subject to a term of 6 months at the end of a financial year; for the first time, on 31 December 2009.
The cancellation is to be directed by a registered letter for the attention of the managing directors. The date of the cancellation’s despatch is applicable for the timeliness of the cancellation.
The partner handing out his resignation, withdraws from the company. The company is being continued by the remaining partners.
The partner withdrawing due to a cancellation is obligated after choice of the partners continuing the company, to sign over his share completely or partly to the company itself, to one or several fellow partners or to a third party to be appointed by the company.
For compensation of the withdrawing partner applies the following:
If an agreement about the amount of remuneration is not being struck, the withdrawing partner receives as remuneration, the value of his partner-account as well as a compensation resulting from consideration of the booking values in addition of an extra charge of 10%; a goodwill is not being considered.
The balance due in settlement of claims is to be paid in three even annual instalments starting one month after wthdrawal. The respective balance due in settlement of claims is to be borne with 6% above the official prime rate. Interests are subsequently due with each settlement rate. If the company or the remaining partner/s does/do not put a directly liable, ablolute, irrevocable and unlimited guarantee of an accredited duty and commercial guarantor, the balance due in settlement is immediately payable.
Section 12
Testate
In case of death of a partner, the remaining partner/s can claim from the inheritor/s that the respective assign the share/s of the deceased to the fellow partners, the company itself or one of a third party, to be appointed by the company. This right can only be exercised within a period of 4 months after the case of death and the knowledge of the person’s inheritant/s.
The regulation of section 11 according to this agreement apply to compensation of the subsiding inheritants and the disbursement modalities.
Several inheritants can only perform their company rights together by a common administrator.
Article 13
Final Provisions
The nullity or defeasibility of several regulations of this agreement does not affect the validity of other regulations. They remain valid.
Side agreements do not exist.
Modifications and/or additions of/to this contract need a certification to become valid.
As far as in this contract is not made any individual rule, the legal regulations apply.
The costs of this company’s agreement and its enforcement, all additional costs included (public notary, court of justice, publication, tax consultant) is borne by the company up to the amount of 1,500.00 €.
Publications only occur in the – electronic – Federal Gazette (Germany).
With this, the company’s agreement is identified.
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Years of experience: 1. Registered at ProZ.com: Nov 2007.
Ich bin 30 Jahre alt, und bin seit Februar '08 staatlich geprüfte Übersetzerin für die Fremdsprache Englisch. Des weiteren bin ich in Rumänien aufgewachsen, und spreche und schreibe fließend rumänisch. Hier in Deutschland, habe ich von Okt. '05 bis März '07 an der Universität Tübingen 3 Semester Romanistik - zusätzlich mit dem Nebenfach Rumänisch - sowie Anglistik studiert. Nach diesen 3 Semestern habe ich dann zum Englischen Institut in Heidelberg gewechselt, an dem ich die Übersetzerausbildung erfolgreich abgeschlossen habe.
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