Gesellschafterbeschluss liquidation gbr
The system size is very large normally greater 1 MWp. The main difference to the German case is the requirement for 25 years contract. The same is true for credit and any financing scheme. PV plants installed on ground are on fixed structures as well as trackers. With a regard to administrative aspects, the development issues with local and regional administration are very complex. In the average the expected duration for the promotion phase could last between 6 months to 1 year, which increases the costs and uncertainty of every project.
Additionally, the administrative permits and licenses differ depending on each region and municipality, what makes the accomplishment with these administrative obligations more difficult. The role of the local authority is much stronger than in Germany. Without different permits from different department, no PV plant operation is possible. The distinctive characteristic of this second model is that the real property of the installation equipments modules and investor belongs to the individual, sharing the transformer with other users.
In both cases, the evacuation infrastructures are shared. The minimum installed power is about 5 kW, thus the minimum investment is higher that in the German case. Germany Since years PV installations are implemented in the way described below: Therefore, all projects aim to receive the payments according to the EEG. Consequently, the projects are designed in a similar way. These IPA are mainly private based, sometimes a mix of public and private bodies.
KG Stuttgarter Schulen, is the driving force and deals with all stakeholders. The legal form of this society might be different, but relationships between the stakeholders are similar. The ecovision GmbH limited company carries out all activities for the partners. It is legal liable, develops and signs the entire contract on behalf of every limited partner. Once a year ecovision GmbH presents the annual balance to the limited partners at the annual meeting.
At this meeting all owners — each according to his share Fig. Example of a Joint Ownership between ecovision-GmbH as an IPP and the city of Stuttgart, installing PV plants on public schools 14 in the investment — decide about the annual balance and how to continue.
GmbH mit stillen Gesellschaftern limited company with silent partners 3. GbR - non-trading partnership Map, orientation, scale; photos, 1st assessment of size and annual production 2 The following check list for the site evaluation should be considered According to its project size ecovision GmbH choose either legal form 1 or 2, barely 3.
Furthermore he has to set-up a time and budget plan for the envisaged project. In Germany the approach is different for the following applications: AG — shareholder company and 5. The site is well ventilated and cool. Re-assess the design of the plant. Solar yield study including shading effects through external expert Contracts are a must, however, form and size of contracts may vary considerably.
Purchase contract for the PV plant It is therefore not mentioned here. Firma und Sitz - Name and location 2. Gesellschaftszweck - Purpose of the company - e. Gesellschafter - Partners This defines exclusively partners at the initiation of the company, in Germany at least the liable partner which is usually a limited company GmbH.
In some cases a physical person must exist, too. The annual revenue without a fixed rate but with an inflation factor. Definition how forecast exceed will be reimbursed; 9. Gesellschafterversammlung, annual meeting of partners: Max of 20 votes independent of share … Ergebnisverteilung, distribution of loss and profit to the partners, liquidity management In this very important chapter one designs the partners envisaged: Ausscheiden von Gesellschaftern, cancellation of partners The participation fee must be defined here, a minimum amount is a must, a maximum a could be.
The actions to Abfindung von ausscheidenden Gesellschaftern, payment procedure to leaving partners 17 Schlussbestimmungen remarks final 2. Gesellschaftszweck - Object of the contract - e.
Dauer — duration of the contract. Defines duration and limitation of cancellation of the - e. Payment size and form and date of transfer for the unique or annual payments 4. Defines if and how sublease of the area is permitted. Beendigung der Nutzung — termination of the contract. Haftung — legal liability.
Weitere Verpflichtungen — miscellaneous commitments. But whereas many schools want to have PV plants on their roof-tops, the realisation must usually carried-out by external bodies, as teachers, administration and pupils are not professionals.
Those of our five schools are very active where key persons at the schools, mainly teachers, exist. Abnahmemessung — acceptance test by an independent auditor 4. Price in details 6. Detailed plan of construction begin, progress and part- commissioning 7. Bonus and penalty agreement for commissioning Without the local administration, no project of this type will be realised!
If there are laggards and inhibitors wit- hin the responsible departments of the administration, it is almost impossible to realise installations on the sites envisaged. It happened to us that after the successful planning, authorisation and installation of four schools on department of the city of Stuttgart tried to stop our construction of the fifth plant two days before the construction should begin.
After some extra efforts we obtained the final permit. Solarfonds Stuttgarter Schulen was the first of its kind in the city of Stuttgart neglecting some very small installations where still almost buildings could theoretically be equipped with PV. For more details see www. These informations are most comprehensive for our own ecovision GmbH joint ownership projects.
For other projects some data are confidential — especially the target performance comparison. The technical and economic data of these four best practices are given further; here we are characterizing the history and significance. Decisions are taken in a long process, in many times too long for a professional project developer as ecovision GmbH.
However, the contrary is as well true! In theses cases, if a positive decision is taken, equity is easily collected, administration barriers are conquered. In our project OKR we accompanied a struggle between the court for legal register 19 and the protestant church — which has more long-term rights in the cadastral register than Germany exists It was planned in two steps: This project is a typical locally driven initiative for solar applications PV as well as solar thermal, energy saving, environmental benign mobility etc.
Whyl is located north of the Kaiserstuhl, a famous wine region. I myself trained the key person Klaus Binder some ten ago.
The incorporated society had some 27 members at its inauguration, now they are more than persons. They all have invested into 1. For more details see http: Payment terms Any special account is required, sometimes subdivided into several: General site evaluation Map, orientation, scale; photos, 1st assessment of size and annual production 2.
Evaluation of data received — visual evaluation Shading approval by trees, neighbouring building etc. Possible infrastructure restricting for installation of the plants according to the check list 4. Design the roof-renting contract was not yet done in France. Bidding procedure for the turn-key installer including: The capital owners decide and vote for a manager who will take all decisions and will be responsible on his own capital.
The PV installer can nevertheless provide the investor with the technical documents required by the utility for grid connection. Solar yield study including shading effects through external expert 8. Moreover, the SCIC impose cooperative management of the society, and limiotates the speculation. Identifying the equity capital If the society has an entire private capital, the most appropriated legal forms are the following: This is probably the main difference with France, where one has to get a permit from the AMF to publish public information whose aim is a public call for saving.
Contracts are a must; however, form and size of contracts may vary considerably. The following description will only mentioned the five most important contracts. This implementation method is correct if a specific entity follows it up and creates the whole project before selling it to interested investors. One must also consider that a leader one of the investors, PV supplier, installer, NGO must punctually — according to given deadlines - launch such a project and identify all the investors of the project before creating the legal society solar yield study before reassessing the plant design.
If a certain number of apartments are organized through a strata title. Strata title is a specific French word. Sometimes, houses are also gathered together when they have common places a garden or a portal, etc.
The stra- 27 ta title can then set up the PV system on the building or on the different houses. Having this intermediary can facilitate the setting of the project and then with a unique electricity meter measure the production and distribute the profit with the proportion of every system if the strata title done for individual houses.
If the power is above this limit, the owner of the system has to produce on a maximum the double of his consumption, to be able to benefit from the tax credit. A group of investors decide to participate to the creation of a private entity which aim is to set up PV systems. It is possible to have a cooperative working mechanism for the SME.
Type 1 scheme Moreover, a venture capital mutual fund can be set up and can dedicate all it capital to photovoltaic projects. It offers fiscal advantages and allows facilitation in the collect of funds dedicated to a certain kind of projects.
In France, no capital specially dedicated to the investment in PV system exists, but different financial entities are looking forward to propose it for their client.
Type 2 scheme TYPE 3: The following scheme brings an example of such combination. Type 3 scheme 4. According to the analysis of the methodology by some PV companies, these steps are also integrated in the procedures of PV installations in Portugal, whether it is the case of standalone installations or the grid-connection projects of roof-mounted and soil installed panels.
The check list is similar to the one given for Germany see. For small plants it will not be required. Starting construction of the plant The check list is similar to the one given for Germany see. The quality check — and performance measure — by external auditor is only required for large installations. Formation of the required legal society — According to the new LawDecree most probably it will not be necessary the creation of a trading entity The following contracts are required in Portugal: Equipment purchase contract for the PV plant The new legislation will tell if the feed-in contract is necessary.
Actually it is not possible for small producers to get grid-connection unless they are social solidarity entities or schools they have to endow the profit for social projects. With the new legislation, it will be possible for small private investors and also for building administration entities to invest in PV power plants, and therefore it will be considered the partner figure.
However, it has not been possible, until now, to have access to information with the same detail as in the German example. Moura, south of Portugal Note: To have more information concerning this project, a written request was sent to Acciona. It is an independent 4,96 kWp system connected to the low voltage grid. PV installation with 25 kW; Location: PV installation with 35 kW; Characteristics: PV installation with 15 kW. Administration fee is only applicable in large plants Project owner: Amper Central Solar, S.
The PV plant of Alqueva 9. Annual meeting of partners is only applicable in large plants This anonymous society had the following stockholders: It is an independent 65 kWp system connected to the low voltage grid.
Alqueva, south of Portugal Characteristics: No additional information available. The average number of hours with sun, per year, varies between 2. This legal diploma predicts that the electrical energy produced would be predominantly self-used and the exceeding amount would be whether: There are several reasons for the slow development of solar energy in Portugal: The special regime corresponds to the electrical energy production by means of incentives: This legal document will come out around September , and hopefully will make that new projects come on PV.
This document is supposed to be an approximation yet small to the one existing nowadays in Germany with the EEG Regulation, prices and Access to the Grid for the several kinds of renewable energies. The independent power producers are mainly private. There are already a few cases of collaboration between public and private bodies. However, the number of electrical energy micro-generation systems, licensed and functioning, have no expression.
The reasons may be the excessive administrative and bureaucratic centralization of the licensing processes for the small and micro generation projects, not competitive feeding tariffs, and also the lack of authorization of licenses for gridconnection. There is a new Law-Decree regarding micro generation foreseen for 4. Alternatively to the last one, the utilization of the public grid for selling to third parties will be admitted in the conditions established in the future by the Regulating Entity for the Energy Services ERSE , in the Regulation of the Access to the Grids and to the Interconnections.
The producer-consumer maybe allowed to sell to the public grid more energy than the predicted one in the L. Evidence of the municipal licensing, or exemption, of the utilization installation infrastructures; 6. The supply of electrical energy to third parties should be done through direct and exclusive feed-in and it will not be accepted their connection to the public grid or their utilization of the collective buildings and entrances; D. Responsibility term for the project of the production-consumption installations and possible energy selling grid for third parties; g Standardized schemes of the boards and electrical general installation schemes, with indication of all the metering, counting, protection and commanding devices and characteristics of the cables and conductors.
The requesting entity for the microproduction plant must be also the entity that consumes electrical energy Producer-consumer ; 2. The licensing entity DRE must indicate in the license the maximum limit of the electrical energy that the producer may sell to the public grid L. Electrical project two copies , including the following elements: All the pieces of the project must be signed by the responsible architect, except for the last piece that must be the signature, the whole name extension and the references of their inscription in the Ministry of Economy; G.
The written and drawing pieces of the project must have normalized dimensions, be elaborated and foiled according to norms and technical rules and have sequential numbers.
Each copy must have a folder, duly fixed and presented in a way that allows the easy analysis I. Enlargement, changes on the utilization of pre-installation must be indicated, in the written as in the drawn pieces. After the project is installed, they should be presented: IV of the Dec. The starting up of the operation is only able to initiate after the realization of the approving checking and emission of the respective Exploitation License. Moreover, additional steps are required to define the JOPV.
As it is true in Germany the classification of suitable land excludes protected and used land. The rules can differ from one municipality to the other. Comunidad Autonoma The laws and legislations are in an ongoing adaptation process.
For example now the authorities require contracts and reserves for dismantling the PV plant. Besides general laws specific regulation for the autonomous regions exists. As an example Castilla Leon defines minimum required distance between PV plants.
Other regions require a permit by the local Engineering Association colegio de ingenieros. The whole process includes information to the association, the vote of homeowners and a written agreement previous to the contract signature.
Only where differences exist today, they are mentioned here. The process to get the permission is complicated and longsome. In the following the single steps are described. It has priority to get the resolution of the environmental license -in case the autonomous regulation needs it - for obtaining the other authorizations. It is important to know the particularities of the regulation of application in the municipality and in the region; in order to know that the available sol is not classified inside of the regional or municipality legislation as protected land within the overall plans for urban management, like rural land, which will have an authorization for exceptional use.
In general, PV installations need to obtain previously the following urban licenses: The permit must be part of the technical description of the project —to be presented to the autonomous community.
Also it is recommended to give the number of the contract and the name of the investor. If the grid operator requires more information, he has 10 days to reclaim. The utility has one month, from receiving the documents, to give the connection point. Usually it coincides with the hook-up point of the place — if this already exists.
If the project developer agrees upon, he sends the signed contract back to the utility together with the REPE permit.
If there are dissensions, the Concerned Authority will decide within a maximum of 3 months. However, this process can take several months and is difficult to preassess. A fee depending from the installed power has to be paid. For details see document Basics on PV Finance.
A technician of the industry authority — or a contracted company — will carry out a final inspection of the installed plant. After the payment and with this final act the project developer will finally get the power purchase contract from the utility. The utility will charge a first metering. From then onwards the produced electricity will be sold. After the first months the project developer is now an IPP independent power producer.
He will send his — standardised - bill monthly to the utility and will be reimbursed within 30 days. German good practices 6. It was the first project of its kind with 1 MWp, in the meantime the utility realized more two projects with a total of 1. Freiburg Initially the project had huge problems with availability of roofs and the delivery delays of modules of up to 10 months. Therefore the first two years profit forecast could not be fulfilled. Nevertheless the profit promised in the brochure was 6.
The utility offers an additional down-payment of Introduction Reasons to be considered a good practice Successful project, with cooperation between local private project developers and the regional utility. Realized in and Background of the project and motivations to start a project involving the civil society social value, financial return Limited Society, Community of Property, Joint venture, cooperative, etc.
Why this legal option was chosen? And how the set-up process took place? Shares of the Kommanditgesellschaft Other comments specific regulation of the ownership within the project Membership can only be cancelled already after 5 years - credits are paid after 18 years. Project size and type Location rural or urban area Urban area Type isolated, grid-connected, solar farm Grid-connected Size kWp 1, kWp at two roofs 6.
Power generation Production collected annually kWh , expected ,1,, real. Economic and financial description 6. Internal Rate of Return 6. Project Contracts Energy sale: Real time monitoring, once a day report Insurance: Other issues Recommendations that the owner s or the developers would like to make Utilities can be good partners if they are willing to realize such type of projects.
However, utilities could see independent power producers as competitors. If the size for each plant of a joint ownership is lower than kWp other legal forms of society should be searched 6. Perfect marketing, the project was sold in 8 weeks, due to the foreseen high annual payments. It was our first project with silent partners; we did not know how the market would accept this. KG mit atypisch stillen Gesellschaftern — limited company with one limited partner and atypical silent partners.
The kWp PV plant is on a garage for buses of the public transport company of the city of Freiburg. Introduction Reasons to be considered a good practice First project with atypical silent partners composition. Nevertheless It could be considered as a successful experience Background of the project and motivations to start a project involving the civil society social value, financial return Co- ownership Legal form: KG mit atypisch stillen Gesellschaftern — limited company with one limited partnerand atypical silent partners Why this legal option was chosen?
Lowest risk for the investors, easy and fast to realise. Each silent partner has a credit contract with the limited company with one limited partners Other comments specific regulation of the ownership within the project Membership in the cooperative OekoGeno eG is a pre-requisite 6. Project size and type Location rural or urban area Urban area Type isolated, grid-connected, solar farm Grid-connected Size kWp kWp at the bus store 6. No tracking; 1-axis tracking; 2-axis tracking; azimuth tracking 6.
Next time we will repeat this legal model as it bears low risks for the cooperative members and prevents high costs for the register 6.
Other issues Recommendations that the owner s or the developers would like to make 6. In total 1, kWp are realized since Introduction Reasons to be considered a good practice Successful project, with an active local Solar NGO, realizing such type of project state-of-the-art In total 1, kWp are realized since Background of the project and motivations to start a project involving the civil society social value, financial return Shares of the GbR Other comments specific regulation of the ownership within the project Membership can only be cancelled after credit amortization — civil law association 6.
Project size and type Location rural or urban area Urban area Type isolated, grid-connected, solar farm Grid-connected Size kWp No monitoring cost, No real time monitoring, once a month report. Investors management The keyperson Hr. However, key factor for success are key persons with high local reputation We have promised a project IRR of 4. KG Stuttgarter Schulen is a successful project, first of its kind on five schools in Stuttgart.
The legal form is a limited company with joint ownership We choose this legal option for its lowest risk for the investors, easy and fast to realise - but with high legal register costs. Introduction Reasons to be considered a good practice Successful project, first of its kind in Stuttgart Background of the project and motivations to start a project involving the civil society social value, financial return It is our commitment to start such type of project 6.
KG Stuttgarter Schulen, Why this legal option was chosen? Shares of the Kommanditgesellschaft Other comments specific regulation of the ownership within the project Membership can only be cancelled when credits are paid in the average after years.
Project size and type Location rural or urban area Urban area Type isolated, grid-connected, solar farm Grid-connected Size kWp kWp at five schools 6.
Site Land ownership The city hall has rented a roof for 21 years Position roof, ground Roofs, 4 flat-roof, one inclined 6. Did not give the permit for installation. We started the construction without the permit with the risk of dismantling later. After some extra work of our static engineer we got the final permit Investors management IRR permitted is 1.
Therefore, we needed to build one plant just-in-time after the other and hoping that the required equity could be acquired in the meantime 6. However, key factor for success are key persons with high local reputation The high quality measure during installation and operation leads to an out ranging performance of the PV plant PR The investor IRR of 5. Ecovision GmbH started this successful project of a 60 kWp plant on a roof of the congregation due to our longterm relationship with this group It was our first project.
It is our commitment for this type of co-owner project. Solar installation Carriage B1, Freiburg 6. Introduction Reasons to be considered a good practice PV on top of a dual carriageway.
First project of its kind Background of the project and motivations to start a project involving the civil society social value, financial return Continuation of Fesa limited association , tradition of organizing community projects in renewable energies that was started in 6.
KG — limited company with joint ownership Why this legal option was chosen? Daily monitoring via meteocontrol www. Project size and type Location rural or urban area Urban area Type isolated, grid-connected, solar farm Grid-connected Size kWp kWp 6.
PV array description PV module manufacturer Sanyo 6. Power Conditioning Inverter manufacturer Siemens, Germany 6. Project size and type Planned: Project contracts Energy sale: Other issues Recommendations that the owner s or the developers would like to make We think participation projects are perfect Other issue Administration made things more difficult even in Freiburg Other issue Renewable energies are the fire brigade in climate protection and fossil resource management.
It is high time that administrators do treat renewable energies with more respect 61 7. French good practices 7. Wann Sie einen Gesellschafterbeschluss brauchen. Rechnungslegung durch Vorlage des Iahresabschlusses ge—. Protokoll der Gesellschafterversammlung der Gesellschafterversammlung der [ Vorlage des Jahresabschlusses und Lageberichtes in der. Mustertexte, Vertragstexte, Musterschreiben, Vorlagen.
So vermeiden Sie typische Fassung des Gesellschafterbeschlusses in der Arten der Gesellschafterversammlung Einberufungsrecht Einberufungsfrist Einberufungsform Wir, die unterzeichnenden alleinigen Gesellschafter der Muster GmbH , halten hiermit unter Verzicht auf alle durch Gesetz und Muster zur Anfechtung von Bei der GmbH -Bescheinigung will ich folgenden Text Beschluss der Gesellschafterversammlung der … GmbH i.