Change of legal form of the UG (limited liability) and contribution of a trademark
April 15, 2013 | 25,00 EUR | answered by Oliver Burchardt
Good day,
about 2 years ago I founded a limited liability company (UG) with the standard articles of association. In addition, I have been running a sole proprietorship with a distinctive brand name (registered in the trademark register) for several years. My questions are as follows:
1. Is it possible to transfer the brand name (from the sole proprietorship) to the UG, i.e. to change the current name of the UG without affecting other aspects (capital, etc.)? If this is possible, what is the procedure to follow?
2. I acquired the brand name at the time, including the domain and existing intellectual property rights. Is it possible to contribute the value of this brand as a "contribution in kind" and how should I proceed?
Thank you for your answers.
Dear inquirer,
Thank you for your inquiry, which I am happy to answer as part of an initial consultation.
1. You can change the name of the UG at any time. To do this, you must amend the articles of association by shareholder resolution and enter the new name there. Subsequently, you must register the change with the commercial register. Since an amendment to the articles of association requires notarization, according to § 53 para. 2 GmbHG, you must also involve a notary in this process.
2. In principle, trademark rights can be contributed to the GmbH. To do this, you must also make a change to the articles of association and increase the capital of the company. At the same time, you must precisely describe and evaluate the non-cash contribution. This resolution must also be notarized.
After the notarization, you must then transfer the trademark to the UG and receive shares in return.
To keep costs as low as possible, it is recommended to make both changes simultaneously to incur notary fees only once.
Regarding the design of the transfer agreement, please consult a lawyer. I am not allowed to provide support here for professional reasons.
Best regards,
Oliver Burchardt
Tax consultant
