The areas in which WENGER PLATTNER can provide you with the required expertise and capacity include
– Real estate in the canton of Basel-Stadt:
Purchase agreements, mortgages and liens, building leases and other easements, condominium agreements, partition of real property (e.g. industrial land with passing and conveyance rights)
– Companies all over Switzerland:
Establishment of corporations (AG) and limited liability companies (GmbH), capital increase and decrease, amendment of statutes, transactions according to Swiss merger law (conversion, merger and demerger of companies, transfer of business units)
– Inheritance and matrimonial property law:
Wills, matrimonial and inheritance agreements, foundations
– Neutral intermediary in the context of complex business transactions, e.g. to manage a data room or to act as escrow agent for the settlement of payments
– (Siehe auch Gesellschaftsrecht, M&A)
– Notarisations in Zurich and many other Swiss cantons are executed by public officers with special license for notarisation.
– Advise on the proper drafting of forms and agreements to be notarised at the competent government agency, in particular real property purchase agreements, corporate documents and matrimonial and inheritance agreements
The notaries at WENGER PLATTNER have a broad experience with the notarisation of all kinds of business transactions according to German corporate and contract law, particularly transfer of companies and businesses, acquisition of shares in limited liability companies (GmbH-Anteile) and pledging of securities and shares.
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)
Enforceable Notarial Deed in Switzerland
The new Swiss Code on Civil Procedure introduced a notarial instrument already known in the Swiss neighbour states: the Enforceable Notarial Deed.
Flash 2/2011 (available in German language only) deals with the particulars of this instrument under Swiss law and with its enforcement in Switzerland and in member States to the Lugano Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters of 2007.
The Flash can be downloaded here (in German) .
- Basler Zeitung (BaZ), 25.05.2012 (in German)