Measures on Behalf of a Limited Liability Company before Registration
A limited liability company is established only upon registration in the Trade Register. In the event it becomes necessary to take measures on behalf of an unregistered company, other than those directly related to incorporation, such as purchasing or leasing of property or hiring of staff, such measures shall be at the joint and several liabilities of the persons participating in such decisions or measures. Following registration, liability for such measures taken on behalf of the unregistered company is transferred to the company. The board of directors and the managing director may, however, without personal liability, attend to issues relating to establishment of the company, for instance with the Trade Register and banks.
It should also be noted that if an unregistered company's counterparty (for example, a landlord, employee or a seller) was unaware that the company was not registered, such counterparty has the right to withdraw from the measure or contract prior to registration of the company. On the other hand, when the counterparty knew that the company was unregistered, the right of withdrawal exists only if the company fails to file the start-up notification to trade register within the stipulated period, or if the registration is denied for any reason.