Thorbauer Questions

Question 1

What is the definition of a company? Give all the constituting elements

Answer 1

a company is any permanent organization with independent, ecumenical activity which does not have to be profit oriented but against payment

Question 2

What kind of entrepreneur exists?

Answer 2

by operating business
by registration
by lega form

Question 3

Entrepreneur by operating business

Answer 3

involved into daily business activities
liberal professions
farmers and foresters

Question 4

entrepreneur by legal form

Answer 4

status bases on the chosen legal form

GmbH, cooperatives, European stock corporation

Question 5

entrepreneur by registration

Answer 5

refers to persons wrongfully entered in the commercial register and acting under their company name
purpose protection of transaction

Question 6

name at least 4 entities that must be registered into the commercial register

Answer 6

individual entrepreneur under certain conditions
general partnership OG
limited partnership KG
Stock corporations AG
limited liability companies GmbH
eurpoean stock Corporation SE

Question 7

What information must be included in the commercial register with regard to the registration of a limited liability company

Answer 7

commercial register number
seat
branch
adress
company name
name, date of birth, address of authorized representative bodies
start and type of power of representative bodies
date of conclusion of the articles of association
name, date of birth and address of shareholders
indication of liquidation proceedings
amount of share capital
date of submission of annual financial statements

Question 8

How many individuals or legal entities are necessary in order to establish either a llc or a general partnership

Answer 8

at least 2

Question 9

Describe what a proxy is

Answer 9

is an entrepreneurial power of attorney
Characteristics
- registered in the commercial register
- can be revoked any time
- legally defined in its scope and unlimited in content
- non-transferable

Question 10

Can the authorized signature sell a main building of the company?

Answer 10

No, bcs the authorized signature does not permit the sale of real estate.
it may, in the name of the represented person “carry out all kinds of legal acts and transactions”

Question 11

Give at least two types of partnerships

Answer 11

general partnership

limited partnership

Question 12

Which kinds of partners are there in a limited partnership? Explain the differences in their liability

Answer 12

general partner

limited partner

Question 13

General partner

Answer 13

same as with the general partnership is fully liable

• personal
• unlimited
• primary
• direct
• joint and serval
• subsequent

Question 14

limited partner

Answer 14

limitation of liability to a certain amount only

• primary
• direct
• personally
• solidarity
• BUT limited, up to the amount of the liability amount registered in the commercial register

Question 15

GmbH CO KG

Answer 15

legal basis: limited partnership/KG
partners are limited and general partner
limited partner can be anyone
general partner has to be a limited liability company
consequences: on one is fully liable

Question 16

GmbH CO OG

Answer 16

legal basis: general partnership/OG
all partners are general partners
all general partners have to be limited liability corporations

Question 17

Name at least 3 types of corporations

Answer 17

limited liability company GmbH
stock corporation AG
European stock corporation SE

Question 18

What are the main characteristics of a limited liability company

Answer 18

Corporations
legal capacity
entrepreneur by legal form
separations principle
representation of third party
corporate bodies
- mandatory: management board and general meeting
- voluntary: supervisory board