Framework Flashcards
1
Q
What does the Civil Code (BGB) and the commercial code apply to?
A
- BGB: legal acts of both natural persons and legal entities, applies to merchants and non-merchants
- Commercial Code: exclusively deals with legal circumstances of merchants (=Kaufleute)
2
Q
What books does the Commercial Code contain?
1.
2.
3.
4.
5.
A
- commercial entities
- commercial partnerships and silent partnership
- trading books
- commercial transactions
- maritime trade
3
Q
Definition of Merchants and whonis considered one
A
A person who carries on a commercial business
- trading company
- companies that specialise in industrial production
- insurance companies
- banks
- transport businesses
- haulage companies
4
Q
A commercial business is….
A
… any commercial enterprise unless, the enterprise does not require a commercially organised business operation - because of its nature or size
5
Q
What is an Actual Merchant (Istkaufmann)?
1.
2.
A
- these merchants are obliged to have their names entered in the commercial register
- they are merchants by the way of their trade business which requires a commercially organised accounting system
6
Q
What is an optionally registrable merchant? (=Kannkaufmann)
A
- the entrepreneur becomes a merchant by way of chosen- legitimate entry into the commercial register
- e.g. farmers, small-scale traders
7
Q
What is a Merchant by legal form? (Formkaufmann)
1.
2.
A
- merchants because of their legal type or form
- certain legal forms are by definition commercial companies, so for instance, OHG, KG (commercial partnerships); GmbH, AG or e.G. (registered co-operative)
8
Q
What are non-merchants?
1.
2.
3.
A
- engaged in agriculture or forestry
- those practising in one of the so-called professions (freie berufe) or other free-lancers
- usually dont set up a trade business, just like the small-scale traders whose business does not require a commercially organised accounting system
9
Q
What kind of merchants are there?
1.
2.
3.
4.
A
- non-merchants
- merchant by legal form
- optionally resgistrable merchant
- actual merchants
10
Q
Right and obligations when being a merchant
1.
2.
3.
4.
5.
6.
A
- right to carry a business name
- right to appoint authorised signatories with power of attorney
- right to verbally give guarantees
- duty to keep books in a way that allows an informed third person to understand the on-goings in the business
- duty to be entered into commercial register
- duty to immediately examine deliveries and notify possible defects
11
Q
Power of attorney
1.
2.
3.
4.
A
- employees given an official authority to represent (senior) management vis-a-vis third parties
- are prepared to take responsibility
- can let contract be signed in name of business but is NOT a part of contract
- two main forms: procuration (wider-reaching), proxy
12
Q
The Power of attorney comes to an end…
1.
2.
3.
4.
5.
A
- if the signatory leaves the company
- with the signators death
- company closed down
- the owner changes (NOT when current owner dies!)
- revocation by owner or senior management
