European Companies Search Engine

Change of headquarters: LeaseTrend AG · Change of legal form: LeaseTrend GmbH · Member of the Executive Board: Gerhard Fischer · Officer (1) · No longer Member of the Executive Board (1) · Corporate… 30 Jul 2008 – German Trade Register Announcement, Germany

Overview

Text

LeaseTrend AG, Oberhaching (
Keltenring 15, 82041 Oberhaching
). AG. Articles of Association of May 17, 2000, last amended on July 25, 2000. The Annual General Meeting of March 19, 2008 approved the amendment of the section 1 (seat, previously Hamburg, District Court of Hamburg HRB 77595) of the Articles of Association. Subject-matter of the undertaking: leasing transactions of all kinds, in particular the purchase and sale of assets of all kinds for commercial, industrial or private use, as well as their lending to third parties, financing of such or related transactions, carrying out advisory and administrative activities for leasing transactions and all related activities, except those which require authorisation under the Banking Act. Share capital: EUR 767,000.00. If only one member of the Board of Management is appointed, the company alone represents it. If several members of the Board of Management have been appointed, the Company shall be represented by two members of the Board of Management or by a member of the Board of Management together with an authorized representative. Board of Directors: Fischer, Gerhard, Neubiberg, *??.??.????, authorized to represent one person individually. Retired: Board of Directors: ???????, ??????, Ahrensburg, *??.??.????. Together with a member of the Board of Management or another authorized representative: ?????, ?????????, Brunnthal, *??.??.????. AG, created by changing form of the "LeaseTrend GmbH", Unterhaching (District Court of Munich HRB 122977) according to the decision of the shareholders' meeting of May 17, 2000. The company has concluded 3,480 atypically silent partnership agreements with deposits totalling DM 86,240,431.48, which include a partial profit transfer agreement in accordance with Section 292 (1) No. 2 AktG. The extraordinary general meeting of the company on December 29, 2000 approved these contracts. Because of the individual shareholders, the contracts they have concluded and the amount of the respective contract amount (deposit), reference is made to the annexes to the consent decision. The participation of the shareholders in the profit and loss of the AG is determined by Section 12 of the respective atypically silent social contract. This reads as follows: Section 12 Annual Financial Statements, Supplementary Accounts 1. Within 3 months of the end of each financial year, the LeaseTrend AG must prepare its annual financial statements with an annex and management report in accordance with Section 264 et seq. of the German Commercial Code (HGB), to have it audited and audited by an auditor. The audited and audited annual financial statements must be sent to the atypically silent shareholders for notification and approval in accordance with Section 7 (1) and 8 within 8 months of the end of a financial year. The annual accounts (the "trade balance") of the LeaseTrend AG must comply with the commercial legislation. Objections to the audited annual financial statements under commercial law may be raised in writing by the Board of Management by the atypically silent shareholders in the context of the written decision-making process. In order to comply with the time limit, it is sufficient to send the declaration in good time. 2. In addition to the annual financial statements of the LeaseTrend AG in accordance with paragraph 1 above, the LeaseTrend AG shall, within a period of 8 months after the end of each financial year, draw up for itself a tax balance sheet for the purpose of determining profits and losses for all atypically silent shareholders of the LeaseTrend AG and to have it audited and audited by an auditor. The basis for the profit and loss share for the atypically silent shareholders is the tax balance sheet profit or loss. The tax balance sheet must comply with corporate and income tax regulations. If, in the context of the tax assessment of earnings or on the basis of tax external audits, tax balance sheet estimates other than those originally accounted for are binding, these are decisive for the atypically silent shareholders of NordLeas AG if and to the extent that the tax balance sheet is also made available to atypically silent shareholders. The tax balance to be drawn up results in the LeaseTrend AG before taking into account the profit or loss shares attributable to the atypically silent shareholders. A) NordLeas AG receives a profit-independent advance profit of 0.75% p.a. on the subscribed atypically silent share capital as a business compensation. b) In addition, the LeaseTrend AG a further advance gain of up to 10% in the profit and loss accounts of the atypically silent shareholders in the tax balance sheet (See as before) of the contract. 2. The atypically silent shareholders are involved in the tax balance sheet gain or loss determined in the light of the preceding paragraph 1 as follows: (a) Each atypically silent partner participates in the tax balance sheet profit according to the ratio of his deposit to the sum of the deposits paid in by all atypically silent shareholders plus the fully paid-up share capital of the LeaseTrend AG at the time of the conclusion of the silent partnership agreement. (b) The atypically silent partner participates in the tax balance sheet loss according to the ratio of his deposit paid to the sum of the deposits paid in by all atypically silent partners up to the amount of his deposit. The LeaseTrend AG's participation in the loss does not occur. (c) The tax balance loss shares of atypically silent shareholders are represented as income in relation to the LeaseTrend AG, and the tax balance sheet profit shares as an expense. Insofar as a balance sheet loss cannot be covered by atypical silent partnership contributions, this is carried forward against future profits against the atypically silent shareholders for offsetting future profits. In a loss year, any presentation in the tax balance sheet increases the loss to be offset against the deposits of the atypically silent shareholders. 3. The reference date for determining the deposit accounts relevant to the distribution of profits and losses of all atypically silent shareholders in accordance with paragraphs 1 to 2 above as the sub-account of the capital account shall be 31 December of a financial year. In the case of instalments of deposits including notional instalments from the re-entry of distributions, the balance of the deposit account shall be used pro rata temporis as of 30 June of each year, provided that the instalments have been paid in accordance with the contract. If this is not the case, the balance of the deposit account shall be taken into account as at 1 January of the year. In the year of accession, the atypically silent partners participate in the profit and loss of deposits paid in at 31 December. In years of loss, all silent partners are to participate in the result of their deposits paid in at 31 December of each year, irrespective of whether they are instalment payers or non-cash contributors with or without re-entry of distributions. Costs incurred are attributed to the silent partners in the internal relationship only to the extent that they have joined the company. Should the company continue to be a silent shareholder in 2001 or 2002, losses will also be compensated and cost-added, including deductions for wear and tear, in the same way that all shareholders will share in the loss in proportion to their silent partnership contributions in proportion to each other. 4. Insofar as atypically silent shareholders have chosen the re-entry of the distribution, the reinvestment amount shall be deemed to be a contribution made which is involved in profit and loss in the year of the re-entry. 5. In the event of a payment by instalment (monthly instalment payment and re-payment of the distribution) of the subscribed deposits, the profit shares of the respective silent partner are credited to the profit and loss account. Profit shares shown on this account will only be paid out at the end of the contract as part of the severance payment. The respective silent partner is not entitled to withdraw these profit shares during the duration of the company. 6. The atypically silent shareholders, with their withdrawal and severance claims, shall defer the fulfilment of the claims of creditors of the LeaseTrend AG. The Company has concluded 8,331 other atypically silent partnership agreements with deposits totalling EUR 94,612,306.65, which include a partial profit transfer agreement in accordance with Section 291 (1) No. 2 AktG. In view of the contract number soiwe of the names and addresses of the individual shareholders, the amount of their respective shareholdings and the date of conclusion of the contract, reference is made to the annex to the notarial minutes of the extraordinary general meeting of December 28, 2001 (sheet 41 special volume 4). The Extraordinary General Meeting approved the contracts on December 28, 2001. With the approval of the Extraordinary General Meeting of December 27, 2002, the Company has concluded a further 4,076 (atypically) silent company contracts with partial profit transfer agreements pursuant to Section 292 (1) of the Treaty. 2 AktG is closed with the information from the annex to the minutes of the Annual General Meeting (Urk. Nr. 1934 P/2002 of the notary Prof. Dr.jur. Hans-Joachim Priester) as a result of other parts of the contract as well as the content in accordance with this annex. Reference is made to the documents submitted to the court.

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: LeaseTrend AG, Oberhaching, Germany.

Creative Commons License The visualizations for "LeaseTrend AG - Change of headquarters: LeaseTrend AG · Change of legal form: LeaseTrend GmbH · Member of the Executive Board: Gerhard Fischer · Officer (1) · No longer Member of the Executive Board (1) · Corporate Purpose · Company statute" are provided by North Data and may be reused under the terms of the Creative Commons CC-BY license.