High Court of Düsseldorf Confirms Validity of Share Transfer Notarised in Basel, Switzerland

In a recent decision (Az I-3 Wx 236/10 - 2 March 2011) the High Court of Düsseldorf has confirmed the validity of a transfer of German limited liability shares by a notarial deed executed in Basel, Switzerland.
After the amendment of the German Limited Liability Companies Act in November 2008 and due to the lower Regional Court of Frankfurt voicing its opinion in an obiter dictum that as a consequence of the new enactment the validity of a share transfer notarised outside of Germany might be seriously questioned, there had been concerns regarding the validity of notarisations performed in Switzerland. The High Court of Düsseldorf has now rendered the first decision of a German High Court with regard to this question. In its reasoning, the Court considered in detail the vast literature on the subject and the travaux prépératoire of the new German enactment. It finally concluded that it had not been the intention of the German legislator to prohibit foreign notarisations of share transfers and that the practice regarding the validity of Swiss notarisations that had been developed under the former law is still effective.

With its decision the highly esteemed High Court of Düsseldorf is in line with the great majority of the literature.

Decision OLG Düsseldorf (Az I-3 Wx 236/10) (in German only)