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The impact of a sale, acquisition or merger of a company on registration with the LUCID Packaging Register

Events under corporate law, such as an acquisition or merger, can change the legal structure of a registered company. Are you uncertain about the implications for your registration with the LUCID Packaging Register?

The general rule is as follows

If a registered company undergoes changes, especially changes under corporate law, its registration with the LUCID Packaging Register will need to be looked at too. 

 

Depending on the individual situation, it may be allowed to maintain the registration despite the change, or it might be necessary to terminate the registration and register anew with the LUCID Packaging Register.

Every company that is considered a producer under the Verpackungsgesetz (Packaging Act) must be registered with the LUCID Packaging Register, specifying its current and complete information.

When can an existing registration be maintained?

If the legal personality of the registered company is maintained and the company is still considered a producer under the Verpackungsgesetz, the registration can be continued. The existing registration data must be checked and updated for any changes without delay (e.g. updating changes to the company name, brand names and packaging information).

The legal personality of a company remains unchanged, for example, if it only changes its legal form (as set out in sections 190 et seqq. UmwG (Transformation Act)) or its business name (as set out in section 31 HGB (Commercial Code)).

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When is a new registration required?

A new registration is required if, under the Verpackungsgesetz, a different company, or an additional company to the one previously registered, becomes a producer under German packaging law. An example of this would be a full or partial acquisition of the registered company. A registration is not legally transferred automatically, even in the case of an asset or share transfer or universal succession.

The following scenarios are possible:

  • acquisition of the business of a sole trader by a third party;

  • merger by way of absorption as defined in section 2 no. 1 UmwG;

  • merger by way of forming a new legal entity through allotment of assets as defined in section 2 no. 2 UmwG;

  • split-up as defined in section 123 (1) UmwG;

  • full transfer of assets where the company is dissolved without being wound up as defined in section 174 (2) no. 1 UmwG; or

  • dissolution of a Kapitalgesellschaft und Co. KG (limited partnership where the general partner is a limited company) upon the resignation of all the partners.

To fulfil your packaging law obligations, please check for yourself which steps are required in your case and make the necessary adjustments or, if applicable, register again.

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If you are completely ceasing your business activities or your activities as a producer under the Verpackungsgesetz, you have to terminate your registration with the LUCID Packaging Register. For details, please refer to the 'I would like to change my registration' quick start page.

Quick start