Glossary entry (derived from question below)
German term or phrase:
... dem Erwerber ... abgekauft werden.
English translation:
shares be bought out from the acquirer (lifetime transferee or transmittee on succession)
Added to glossary by
Adrian MM.
Jul 8, 2020 11:04
3 yrs ago
34 viewers *
German term
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... dem Erwerber ... abgekauft werden.
German to English
Law/Patents
Finance (general)
(Swiss) Articles of Association
In the Articles of Association (Statuten) of a Swiss company converted from GmbH to AG there is an Article which states: Beim Erwerb von Aktien kraft Güter- oder Erbrecht oder Zwangsvollstreckung kann das Gesuch um Eintragung ins Aktienbuch nur abgelehnt werden, sofern dem Erwerber die Aktien zum wirklichen Wert abgekauft werden.
...which I have translated as: In the case of acquisition of shares by virtue of matrimonial property or inheritance law or compulsory execution, the application for entry in the share register can only be refused if the shares have been purchased from the acquirer at their actual value.
However, I am unsure of the correctness as I do not understand the logic. Please can anyone clarify this for me?
...which I have translated as: In the case of acquisition of shares by virtue of matrimonial property or inheritance law or compulsory execution, the application for entry in the share register can only be refused if the shares have been purchased from the acquirer at their actual value.
However, I am unsure of the correctness as I do not understand the logic. Please can anyone clarify this for me?
Change log
Jul 13, 2020 19:03: Adrian MM. Created KOG entry
Proposed translations
+1
3 hrs
Adrian MM.
Austria
Austria
Native in English
Specializes in field
Austria
Retd.T&I, Barrister & Austro-Advokat
Native in: English (Variants: British, Scottish)
Works in: Spanish to English, English to Spanish, French to English, and 5 more.
Related KudoZ points
:
44
German term (edited):
sofern dem Erwerber die Aktien zum wirklichen Wert abgekauft werden
Selected
where the shares can be bought out from the transferee or transmittee at the true (market) value
Transferee by way of lifetime transfer vs. a transmittee on a transmission mortis causa kraft*** Erbrecht > by inheritance: two different terms needed though Central London firms of notaries would prefer a single term, like acquirer, for Erwerber for notarial attestation of a faithful or true translation.
The company can refuse to register the shares if their source of acquisition > kraft Güter- oder Erbrecht oder Zwangsvollstreckung > is concealed behind a purchase at true market value.
Zwangsvollstreckung : levy of exexution, usually done by a charging order against the shares in the UK.
Eintragung ins Aktienbuch : entry on the /UK etc.) Register of Members
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Note added at 6 heures (2020-07-08 17:38:19 GMT)
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Question: Is the German correct? Y/N = yes IMO by Swiss-German standards.
If not what should it be? n/a
Is the translation close enough, if the German is correct? Y/N > yes- I sense there is a tax issue here: the passing of shares on divorce, inheritance ('devolution of succession') or levy of execution ought to be tax-free. A capital gains tax liability or stamp duty (Stempelabgabe) might be triggered as soon as the shares are entered on the Register of Shares (Members) as bought at 'true market' value.
if not what would be better? take your pick!
The company can refuse to register the shares if their source of acquisition > kraft Güter- oder Erbrecht oder Zwangsvollstreckung > is concealed behind a purchase at true market value.
Zwangsvollstreckung : levy of exexution, usually done by a charging order against the shares in the UK.
Eintragung ins Aktienbuch : entry on the /UK etc.) Register of Members
--------------------------------------------------
Note added at 6 heures (2020-07-08 17:38:19 GMT)
--------------------------------------------------
Question: Is the German correct? Y/N = yes IMO by Swiss-German standards.
If not what should it be? n/a
Is the translation close enough, if the German is correct? Y/N > yes- I sense there is a tax issue here: the passing of shares on divorce, inheritance ('devolution of succession') or levy of execution ought to be tax-free. A capital gains tax liability or stamp duty (Stempelabgabe) might be triggered as soon as the shares are entered on the Register of Shares (Members) as bought at 'true market' value.
if not what would be better? take your pick!
Note from asker:
| Many thanks, Adrian for your added comment. This has helped me tremendously, for which I am very grateful. It is simply a translation of the articles of association so there are no "hidden" traps or tax matters to consider. |
Peer comment(s):
| agree |
Daniel Arnold (X)
1 day 2 hrs
|
4 KudoZ points awarded for this answer.
+1
56 mins
if the shares were purchased from the acquirer at [or above] their actual value [(by the Treasury of
This is a guess. The Registry (or in International English the Register) is the Registry of the Company.
If the Company has bought back the shares at or above fair value, the party who/which surrendered them to the Company has also surrendered all right of registration of those shares.
If the Company has bought back the shares at or above fair value, the party who/which surrendered them to the Company has also surrendered all right of registration of those shares.
Peer comment(s):
| agree |
Daniel Arnold (X)
1 day 4 hrs
|
Discussion
or: at the as is price.
or: at the current ask/bid listing
"Actual value" is too vague a term to be meaningful.
Question: Is the German correct? Y/N If not what should it be?
Is the translation close enough, if the German is correct? Y/N if not what would be better?