Transfer of Real Estate Ownership to a Public Limited Company by Contribution in Kind

Facts

The public limited company Hotel B. AG was founded on 22 December 1981/7 January 1982 by Erwin, Marie-Thérèse, Eliane and Armin L. According to the contribution in kind agreement of 22 December 1981, the company was to take over the assets and liabilities of the Hotel B. business. In particular, Erwin L. had undertaken to transfer 59 plots of land to the newly established company. However, Erwin L. passed away on 15 March 1982, before the transfer of ownership could be registered in the land register. The land registry office then informed the notary that the plots first had to be registered in the land register in the name of Erwin L.'s estate.

Considerations

According to Art. 656 para. 2 CC, the acquisition of real estate ownership is subject to the absolute principle of registration in the land register. This principle also applies to the transfer of ownership agreed in a contribution in kind contract. Consequently, registration in the land register is a constitutive requirement for Hotel B. AG to acquire ownership of the 59 plots in accordance with the contribution in kind agreement of 22 December 1981.

Since the previous owner and contributor, Erwin L., passed away without having made the transfer of ownership notification, the right of disposal over these plots has passed to his heirs. They will only be able to dispose of the plots after they…