Brexit Triggers Liability Risks for Shareholders of Germany Based Limited – Structuring Options

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Upon Brexit becoming effective, corporate entities under English law with seat in Germany will most likely no longer enjoy freedom of establishment and be denied legal capacity in Germany. Shareholders are threatened with personal and unlimited liability. Various structuring options have been discussed so far to avoid such liability risks; rarely are there easy ways out. The German legislator now proposes further structuring options under the Fourth Amendment of the German Act on the Reorganization of Companies (UmwG). Companies should take action soon.