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Acquisition: Klett Lernen und Wissen GmbH · Spin-off: Klett Lernen und Wissen GmbH · Break-up: Klett Lernen und Wissen GmbH · Capital: €30,000 · Shareholder agreement … Hrb25 Aug 2008 German Trade Register Announcements, Germany (18/08/2008)
Overview
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AOL Verlagsgesellschaft mbH, Stuttgart (
Unnamed street ??, 70178 Stuttgart, Germany
). The Shareholders' Meeting of June 20, 2008 and July 24, 2008 decided to amend the partnership agreement in Sections 1 (company, registered office), 2 (object of the company), 4 (share capital, share deposits) and 11 (final provisions) as well as the recasting of the social contract. The share capital is increased by EUR 5,000.00 by decision of the shareholders' meeting of the same day to carry out the acquisition of an outsourced part of the assets "Klett Lernen und Wissen GmbH" (in the future Klett Lernen und Information GmbH), Stuttgart (Amtsgericht Stuttgart HRB 17149) by means of the spin-off. Company changed, now: Ernst Klett Sprachen GmbH. Subject changed, now: the operation of a publishing house, in particular the development and distribution of products for language education. Share capital now: EUR 30,000.00. The GmbH "Klett Lernen und Wissen GmbH", Stuttgart (Amtsgericht Stuttgart HRB 17149) has outsourced the partial/residual "Ernst Klett Languages" to the company (acquiring legal entity) by way of spin-off in accordance with the division and takeover agreement of June 20, 2008 and the resolutions of the participating legal entities of June 20, 2008." The spin-off shall not take effect until the spin-off is entered in the register of the registered office of the transferring entity. Reference is made to the documents submitted to the court. As not registered: the creditors of the entities participating in the spin-off must be declared in writing if, within six months of the date on which the entry of the spin-off in the register of the registered office of the entity of which they are creditors is deemed to be disclosed in § 19 Abs. 3 UmwG, they must declare their claim in writing on the basis of their amount, provided that they cannot demand satisfaction. However, creditors are only entitled to this right if they demonstrate that the spin-off jeopardises the fulfilment of their claim.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The latest known state is available on the following page: Ernst Klett Sprachen GmbH, Stuttgart, Germany.
