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I do appreciate your input. I have learned a lot more from this discussion. What I mentioned before, was kind of tongue in cheek. As I need to go forward with the work, i choose something for now. I can't close the entry yet anyways. Btw. I do not even take the bible as my "bible". :-)
I would have loved to be there. I can't afford that sort of thing, even if it would be tax deductible. An additional problem here could be that the German contract was written not written by a native speaker. The German legal language of the document strikes me as archaic. Thanks again for your input. I really appreciate it.
Yes, they were started at the same time, by the same people. There were only two directors combined. A lot of this is about expansion internationally. They are trying to cover all eventualities.
Sorry, but "surrender of profits" isn't British. It's just wrong. But feel free to go ahead and make your own informed choice. Pity you couldn't make it to my German company law seminar at the ATA conference in San Antonio last November.
FYI, it really has to be "profit and loss transfer agreement" in English. That's also incidentally why it's so often referred to in German as an "Ergebnisabführungsvertrag". And "surrender-of-profits agreement" is simply a made-up term that doesn't really exist outside a few dictionaries and glossaries. As Ted has already said, the English term is "profit and loss transfer agreement", and there's not really anything else that needs to be said there. I think anybody familiar with the underlying German law on intercompany agreements (for which there is no real UK or US equivalent) will agree with that.
I always check do term search in Kudoz before posting a question. I didn't in the past but now make it a habit. Just FYI I am using surrender of profits for now. It sounds so British :-)
While perhaps interesting, all of these side discussions are irrelevant to the question - what is a Gewinnabführungsvertrag called in English. And the answer has been given - it is called a "profit and loss transfer agreement" (in both AE and BE). The specific corporate forms simply do not matter for the translation of this particular term. And now I am done with this question as it is pointless to spend more time on it.
Adrian MM. (X)
Different business entities @ asker
18:33 Feb 11, 2014
Same board of directors of the GmbH and KG? You need to take a look at the papers, as I doubt anyone else can tell.
some of these agreements/contract are between GmbH and the GmbH & Co.KG, however they are also seem to be governed by one and the same board of directors?
Adrian MM. (X)
@asker
17:34 Feb 11, 2014
Then I'd qualify my answer in *BrE* with a surrender of profits agreement/ contract. As other contributors who have studied EN partnership law may care to confirm, a limited company (GmbH) in the UK can also be a member of an ordinary, general or limited (liability) partnership in the same way as the GmbH, qua (as) Komplementärin/ general corporate partner 'liable without limit' but hedged by the beschränkter Haftung since the 1929 crash, can be a member of a KG.
@ asker. Without falling foul of the NDA, if - on the face of it a paradox - 'partnership, GmbH' means that the latter is part of a GmbH & Co KG as a limited partnership, then it is possible we are looking at a binding contract between the GmbH and the KG. Over to the experts.....
I had made a few entries, so I forgot to reiterate more of the context. This is regarding a partnership agreement, GmbH. The target language is BE. The document was written up in a somewhat archaic German legalese. My goal is to understand the legal concepts, that are based on German law. If there is clearly no equivalent under British law, that would be an important thing to know. Besides that I what to avoid using AE terms that would mean nothing or something different in BE. Basically I want to avoid adding any confusion. I also have to be mindful of the NDA I signed.
Adrian MM. (X)
Agreement vs. contract
15:09 Feb 11, 2014
Well all of us, with the sparse context, are 'agreed' that it is an agreement in BrE and that UK lawyers, as our British colleagues will know, dislike and eschew the word contract for non-committal reasons that I will leave it to them to speculate on. But there may be a twist known only to the asker and that does bring a contract into the frame.
Robin, I do hope you realized my comment about domination agreement was tongue in cheek. I remember the story from both Spiez and San Diego.
Andrew, are you referring to my hat? I did not ask the question and was not "looking for a translation into British English". Just wondering as the asker doesn't have a hat in her picture.
How quaint to see that most quintessential of American English words used by a contributor to this KudoZ query ("I am looking for a translation into British English"). The hat is also a clue.
Ted, As I think you know already from my seminar in the United States last year on German company forms and related aspects of German company law, we have a corporate client that was governed until recently by a Beherrschungsvertrag. While they admitted it felt very much like a "domination" agreement from their perspective, they also acknowledged that the correct English is, indeed, "control agreement", regardless of what some German lawyers may think.
My understanding is that the asker was referring to the translation of "Vertrag", i.e. whether that should be "contract" or "agreement", not whether there is an equivalent term to Gewinnabführungsvertrag in the British legal system. That is very much a German legal concept, for which the correct English translation is "profit and loss transfer agreement", irrespective of which flavour of English is being used. You may also like to note that "group relief" applies only to entities subject to UK taxation. The equivalent structure under German tax law ("steuerliche Organschaft") is translated as "(consolidated) tax group". So "group relief" can never, ever "come into the equation" for entities not subject to UK taxation.
Adrian MM. (X)
British terminology asked for
13:30 Feb 11, 2014
The asker has asked for Brit.-speficic terminology and (corporate) group relief - which must come into the equation - does not exist in the US: www.hmrc.gov.uk/manuals/ctmanual/ctm80105.htm
Sorry, just couldn't resist. And now some hapless tyro will see this in the future and say "See, it says on Proz that it's a domination agreement". LOL.
Robin has covered all the bases quite adequately. You are dealing with German law and German taxation. Basta! Unless you are doing a "compare and contrast", e.g., in a comparative international law context, bringing in UK or India-specific legal terms only muddies the water.
Adrian MM. (X)
s. 291 AktG
12:05 Feb 11, 2014
We are still assuming this has to do with corporates or a partnership. There is nothing in the question to indicate that. Even if that were the case, it would be a group profits surrender scenario, as group - albeit loss - tax relief is def. an enshrined principle of UK revenue law.
This has nothing to do with "UK company and tax law". The concept of the "Gewinnabführungsvertrag" is enshrined in s. 291 AktG, so the German legal principles apply, including as regards what sort of entities may be the controlling and the controlled entities, because a profit and loss transfer agreement can only be made in conjunction with a control agreement (Beherrschungsvertrag). You wouldn't seriously consider using a quasi-equivalent concept from UK company law to render a German company law concept, would you? (unless it was genuinely impossible to translate it any other way)
Adrian MM. (X)
Not the same in the UK
10:25 Feb 11, 2014
There is NO such thing in UK company or tax law as a profit and loss transfer agreement and no authorities have been quoted for that proposition. In UK tax, there is group relief for the losses of (AmE) corporates, but we don't even know whether this is 1. a company 2. a partnership or 3. sole trader > (AmE) sole proprietor.
@Asker:Why are you looking specifically for UK legal terms? Are you attempting to redraft German legal documents to UK (e.g. E&W) law? Or are you merely looking to use BE spelling and punctuation, and some general E&W legal phrasing? For example, a Gewinnabführungsvertrag is a "profit and loss transfer agreement" regardless of which flavour of English you're translating into, because that's the generally accepted translation of this particular type of "Unternehmensvertrag" (intercompany agreement under section 291 of the Aktiengesetz). Differences between BE and AE legal language tend to be more general, such as "enter into" (or "make") an agreement in AE, as opposed to "conclude" (or also "make") an agreement in BE, whereby I don't think anybody would object to "enter into" in BE, either. Or "agree" (AE) vs. "undertake" (BE). But I do think that we translators tend to get much more fixated about "rules" of legal language than the lawyers do: you only have to look at the extremely relaxed way most of them go about drafting contracts to see that.
peer agreement (net): +4