OLG Dusseldorf: Amendments to the model protocol lead to the ‘ normal GmbH’s founding without founding facilitation (12.7.2011 – I-3 WX 75/11). The higher regional court of Dusseldorf has an interesting decision in a decision of the 12.07.2011 (12.7.2011 – I-3 WX 75/11) taken in terms of on the establishment of a limited liability company under the simplified procedure after the model protocol in accordance with article 2 paragraph 1a GmbHG. “Is it indicates that unacceptable deviations from the model protocol for establishing a normal” GmbH lead access for the facilitation of the establishment. I., see a summary of the case, II lit the background to the model protocol and exciting notes to founder can be found under III. (I).

The case, a company should be set up to the simplified procedure. Is this in the notarial deed of Foundation by January 11, 2011: “1 the published built herewith pursuant to 2 para 1 a, 5 a GmbHG is a one-person entrepreneurial society (limited liability) under the name of M.” (limited liability) headquartered in Moers. Keep up on the field with thought-provoking pieces from Ben Horowitz. (u0085) 4. the Managing Director of the company Mr. is appointed as A.

The Managing Director is exempt from the restrictions of 181 of the civil code. “Notarized the society by the appointed Managing Director is among other things: 1 power of representation: the company has only a business leader who alone represents the company.” The Managing Director is exempt from the restrictions of 181 BGB. The scope of the authority of the Executive Director is not limited to third parties. 2. Director of the company: the Managing Director has been appointed: Mr A “later the Court objected to the content of the articles of incorporation as well as the application itself. Because the statutory model protocol was not observed in an incorrect manner. The society rose against the interim injunction complaint, which was not rectified.