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Acquisition: LGH Liquit Getränkehandel GmbH · Merger: Getränkefachmärkte Rhein-Neckar Beteiligung GmbH · Spin-off: LGH Liquit Getränkehandel GmbH · Break-up: LGH Liquit Getränkehandel GmbH … Hrb2 Oct 2008 German Trade Register Announcements, Germany (30/09/2008)
Overview
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alldrink GmbH, Heidelberg (
Unnamed street ??, 69126 Heidelberg, Germany
). The shareholders' meeting of August 25, 2008 decided to amend the partnership agreement in Section 3 (share capital). By resolution of the shareholders' meeting of August 25, 2008, the share capital has been converted to euros. The share capital is increased to EUR 250,000.00 by resolution of the shareholders' meeting from the same day. The share capital is also increased by EUR 250,000.00 to EUR 500,000.00 by decision of the Shareholders' Meeting of August 25, 2008 to carry out the acquisition of part of the assets of "LGH Liquit Getränkehandel GmbH", Heidelberg (Amtsgericht Mannheim HRB 704049) to EUR 500,000.00 by way of spin-off. Share capital now: EUR 500,000.00. The GmbH "LGH Liquit Getränkehandel GmbH", Heidelberg (Amtsgericht Mannheim HRB 704049) has, by way of spin-off in accordance with the division and takeover agreement of August 25, 2008 and the resolutions of the participating legal entities of August 25, 2008, outsourced almost all of its business operations to the company (acquiring legal entity) (spin-off for admission). 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. The company (acquiring legal entity) merged the GmbH "Getränkefachmärkte Rhein-Neckar Beteiligung GmbH", Heidelberg (Amtsgericht Mannheim HRB 337889) (merger for inclusion) a.s. a result of the merger agreement of August 25, 2008 and the resolutions of the participating legal entities of August 25, 2008. Reference is made to the documents submitted to the court. As not registered, the share capital, which has been increased to EUR 250,000.00, is paid in kind on the basis of the documents submitted to the court. The creditors of the entities participating in the merger shall, in accordance with § 19 Abs. 3 UmwG, declare in writing their claim on the basis of reason and amount, provided that they cannot claim satisfaction, provided that they are unable to claim satisfaction within six months of the date on which the entry of the merger in the register of the registered entity of which they are creditors is deemed to have been disclosed. However, creditors are only entitled to this right if they demonstrate that the merger jeopardises the fulfilment of their claim. The creditors of the entities participating in the spin-off must be declared in writing, provided that they cannot claim satisfaction in writing within six months of the date on which the registration of the spin-off in the register of the registered entity of which they are creditors is deemed to have been disclosed in § 19 Abs. 3 UmwG writing. 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 current state is available on the following page: alldrink GmbH, Heidelberg, Germany.
