Our highly focused industry approach is based on our high degree of specialisation and many years of experience in a number of selected fields of law.
Our corporate-team consists of our highly specialised corporate lawyers, including our network of preferred cooporation partners (national and international) who each are among the leading independent law firms in each of their area of expertise.
Our corporate-team offers business-oriented legal advise and handles court actions (Prozessführung) inter alia in corporate law. Our services expressly aim at creating added value for our clients.
Our corporate-team advises our clients in any corporate law issue, in particular in the sale/acquisition of companies or businesses, and relating to all questions connected to the day-to-day business of the company and their bodies, in particular:
- business start-up
- mergers & acquisitions
- expert opinions relating to corporate law and due diligence
- other agreements in connection with M&A (financing, side agreements etc.)
- shareholder agreements (e.g. GmbH-bylaws, articles of associations for stock coporations and associations)
- venture capital
- private equity
- corporate succession
- appointment and revocation of managing directors and procurists
- appointment and revocation of board members and members of the supervisory board
- code of conduct for managing directors, board members and members of the supervisory board
- compensation of corporate bodies
- shareholder disputes and settlement
- shareholders’ assemblies
- settlement and liquidation of companies
- crisis and insolvency
- limited liability act, corporation act, partnership law, limited partnership law, non-trading partnership
- restructuring (e.g. holding-structures)
- mergers, spin-offs, split-offs (Transformation Act)
In 2014, 915,000 persons started a business (source: “KfW-Gründungsmonitor 2015”).
Starting a business means competition. The challenge of thriving in competition starts with, or even before, founding your start-up. Not only the start-up capital employed, but also the business idea should be legally protected to the greatest possible extgent.
We can explain the pros and cons of different legal forms to you, and together with your tax advisor, we help you to find the right legal form for your business idea. The law permits founders to choose from among different legal forms. Each legal form has different requirements when it comes to founding your business/start-up and setting up its management (partners or shareholders’ rights etc.). The choice of legal form also has tax consequences. If third parties, such as investors, have to be given a direct or indirect share in your company, this should be taken into account when looking for a suitable legal form for your start-up.
We will gladly take over the discussion with the Chamber of Industry and Commerce about the admissibility of your company name for you in the founding phase of your start-up (i.e. the choice of the right name for your company or start-up) according to the principles of the Commercial Code [HGB].
After its foundation, your start-up will be registered in the commercial register, if required. The commercial register is a public register into which all relevant information about a company/start-up (company name, seat, head office and branch offices, object of the company, authorized signatories (managing directors, holders of special authority), the legal form of the start-up and the share capital or nominal capital) is entered.
We will gladly coordinate things with the notary public for you, to make sure that the registration of your start-up in the commercial register is done properly, and clarify any questions that may arise subsequently with the registration court.
We can also coordinate later changes in your start-up that can or need to be entered in the commercial register with the notary and the commercial register.
The company agreement or articles of association are the heart of your company. As soon as we have determined the suitable legal form with you, we are happy to draft the corresponding articles of association or company agreement for you. The articles of association or company agreement is the written order of the company that governs the relations of the partners or shareholders among each other and with the company. It determines among other things the voting rights, rights in the profit, prerequisites and consequences of the exclusion and retirement of partners or shareholders, severance rights, etc.
Once up and running, the start-up itself, or the need to tap new fields of business or activity, changes in tax law, competition, or the need for additional equity, debt or mezzanine capital may require a change in legal form, corporate structure or company management.
The far-reaching consequences of these regulations for the entire period after the start-up of the company make it necessary to have competent advisors. We are glad to be of assistance.
Acquisitions usually begin with the search for suitable targets. This is followed by the due diligence assessment of potential targets, and then negotiations with the partners, shareholders and/or management of the target. When selling a company, the first step is to find a potential buyer.
A carefully drafted letter of intent (“LoI”) can underline the intention of both parties to successfully close the transaction.
We are there to assist you with these preliminary considerations and the drafting of preparatory documentation, as well as the subsequent contract design. In order to avoid far-reaching and serious errors, as well as liability risks during the sale or acquisition of a company or part of a company, you need well-versed and experienced advisors.
An acquisition is usually effected by the sale or purchase of shares in the target (“share deal”) or its assets (“asset deal”). Usually, the effective closing of a company sales contract in the form of a share or asset deal in Germany requires notarization. We will gladly coordinate efforts with the notary so that notarization of your company acquisition is seamless and you can be all relaxed about the notarization date.
Upon signing, the contracts are executed by both parties of the closing. Only then is your transaction completed.
Do you want to sell all or parts of your company, or are you interested in acquiring a company or a shareholding in a company?
As competent advisors, we are glad to accompany you in the entire transaction process.
Do you have a corporate law problem or a question on specific corporate law issues, and do you need a comprehensive legal opinion for yourself, your partners, shareholders or third parties?
Do not hesitate to contact us. We will get to the heart of the problem or question with you and furnish a meaningful legal opinion you are able to understand.
When buying or selling a company or a shareholding in a company, you will often hear the term “due diligence”. You may wonder what this actually means and what it entails.
Due diligence refers to the careful assessment and analysis of a company, in particular in respect of its economic, legal, tax and financial situation. This is usually performed by a potential buyer of a company prior to closing the company sales agreement.
The goal of a due diligence is to be certain that the assumptions and prerequisites on which a sales offer for a company is based are correct, and that all relevant risks have been identified.
Different sources of information are used in a due diligence process, including in particular an analysis of corporate documents and data and discussions with the management of the target company. The due diligence usually extends to various sub-areas, such as market or commercial due diligence, financial due diligence, legal due diligence, and tax due diligence.
Due to the far-reaching impact and consequences for the buyer and the seller, a due diligence should always be carried out by experts assisted by external advisors.
Is a due diligence about to be performed on your company, or do you want to perform a due diligence of the target company you potentially want to acquire?
Feel free to contact us. We are there to accompany your due diligence and assist you as a reliable partner.
If you would like to sell part or all of your company, or acquire a company or a participating interest in it, further contracts such as financing agreements, partnership or shareholder agreements or assumptions of contracts will become necessary, in addition to the traditional company sales agreement.
You will need competent advice to avoid serious mistakes in closing these collateral agreements.
Do not hesitate to contact us. We assist you not only in drafting and negotiating your company sales agreement, but also in drafting and negotiating all other collateral agreements.
A company or partnership agreement is an agreement in which the partners/shareholders define their legal basis when establishing a partnership or company. In joint-stock companies/corporations or associations, these are also referred to as articles of association.
Each partnership is established by a company or partnership agreement. This represents the constitution of the company. The partnership or company agreement is a contract under the law of obligations, with elements of organisation law. The articles of association of a joint stock company/corporation have to be notarized. We would be happy to organise this procedure for you.
The company agreement essentially governs the relations among the partners/shareholders, and between the partners/shareholders and the management. It is legally binding not only for the founders, but also for later partners and third parties.
In addition to the name of the company and its seat, the object of the company, if required the amount of nominal capital and the number and nominal amounts of the shares taken over by the partners/shareholders, the partnership agreement must include rules of management and representation, rules concerning the disposition and collection of shares in the business, rules governing the case of succession, and rules regarding termination and retirement of partners.
Once the partnership or company has been registered, the provisions in the company agreement or articles of association can only be modified by means of a (formal) amendment of the company agreement or articles of association, and in the case of a joint-stock company/corporation, only by notarized shareholders’ resolution (e.g. capital increase).
Do you need a company agreement or articles of association in connection with your start-up, or do you have specific reason for modifying the partnership agreement or articles of association?
Do not hesitate to contact us. As your competent advisor, we are there to draft a company agreement or articles of association for you, and/or to work with you to identify the content in your company agreement of articles of association that needs to be adapted to the current situation in your company, and to subsequently put it in a contract.
The term management buyout (MBO) refers to the take-over of a company in which the management acquires the capital from the previous owners. This can be the take-over of an entire company or part of a company that is then spun off.
Usually, such transactions are not funded by the personal assets of the management, but with the help of a bank or other financial investors. A buyout (mostly) funded by debt is also referred to as a leveraged buyout (LBO). This must be distinguished from a management buyout in an economically distressed company. If the company is in a severe crisis, the management buyout can be effected by a share transfer at a symbolic price.
Are you the managing director of a limited liability company (GmbH) or the CEO of a joint stock company (AG) and are you planning a management buyout?
Feel free to contact us. We are glad to provide advice and draft the necessary contracts for you. Of course we also coordinate the subsequent appointment with the notary for you.
Venture capital is a temporary loan of funds to young growing companies (start-ups) in the form of equity capital.
Venture capital is a type of investment where the investor accepts a certain risk that the contributed capital does not increase, or even gets lost.
Venture capital is a sub-form of private equity investment (trading in equity shares of unlisted companies). Venture capital is not a loan in the proper sense, but has to be seen as a kind of start-up support for a business idea, knowing that the start-up can fail and the venture capital invested can be lost.
Venture capital can be contributed at various stages of the start-up’s development. The first and most risky stage is seed financing, which takes place while the start-up is still in its founding phase. This is followed by early-stage financing, where the contributed venture capital is mostly needed for activities following the product development. The subsequent financing is referred to as later-stage financing (growth finance or expansion). The last stage is the exit, in which the shares in a company are either sold back to the founders, or to another financially strong investor who wants to invest in the company.
Are you interested in the investment of venture capital in a company?
Feel free to contact us. We consider it our job to provide comprehensive advice in this high-risk decision, and to accompany you in its subsequent implementation by designing corresponding contracts.
If you are looking for venture capital, or have been offered venture capital, please also feel free to contact us.
Private equity refers to the equity capital provided by private or institutional investors, with which private equity companies acquire shares in a company for a limited period of time in order to gain a financial return.
The term private equity in its broadest sense includes both funding of established companies as well as funding of start-ups (venture capital investment). The latter is characterised by a higher risk-return profile. Credit institutions usually do not give loans to young companies because they lack the collateral. Therefore, this form of capital procurement is an alternative to conventional forms of financing.
Do you need further advice in the field of private equity?
We offer our services and advice as a competent and reliable partner. Do not hesitate to contact us.
Next to the establishment of start-ups, the maintenance of existing operations, and in particular the succession in small and medium-sized enterprises is gaining importance.
To secure the long-term success of your company, the question of company succession will come up sooner or later (e.g. due to illness, age or death).
A well-planned company succession must secure the continued operation of the business, and look after the entrepreneur and his or her family.
Legally, all issues relating to corporate law, family law, inheritance and tax law have to be solved in a coordinated fashion and implemented in a comprehensive contractual design. We will gladly coordinate the relevant interfaces with your tax advisor.
Company succession can already be taken care of in the lifetime, by transferring the company or parts of it to the intended successor(s). Usually, this is done by transferring the shares by means of a company sales or share purchase agreement.
The undesired and unplanned case of company succession due to decease of the company owner also needs to be taken into account. If such matters are not settled by a will, this could mean the end of a company, and in the worst case, the economic ruin of the family. The provisions of corporate law and inheritance law therefore also need to be closely coordinated.
For many small and medium-sized enterprises and family businesses, the generation change poses major challenges.
We consider it our job as competent partners to offer advice in relation to these difficult issues in order to avoid serious and far-reaching problems in the management of your company succession.
Feel free to contact us.
For outward representation, every company limited by shares needs a body to represent it. Inwardly, a limited liability company (GmbH) needs an executive body that is in charge of business operations. In the case of a limited liability company, this is the managing director.
By appointment, the managing director is authorized to act on behalf of the company as its executive organ. Contractually, the managing director is bound by conclusion of an employment contract.
Die Bestellung erfolgt in der Regel durch Gesellschafterbeschluss mit der Mehrheit der abgegebenen Stimmen.
Die Gesellschafterversammlung ist immer dann zuständig, wenn keine anderweitige Regelung getroffen wurde oder diese nicht durchführbar ist.
Die Eintragung der Bestellung im Handelsregister bewirkt, dass derjenige Geschäftsführer, der im Handelsregister eingetragen ist, nach außen als der tatsächlich bestellte Geschäftsführer gilt.
Die organschaftliche Bestellung zum Geschäftsführer kann jederzeit durch Abberufung durch die Gesellschafterversammlung in der Regel mit einfacher Stimmenmehrheit beendet werden. Ein besonderer Grund ist nicht erforderlich. Lediglich in den Fällen, in denen die Satzung einem Gesellschafter beispielsweise eine Geschäftsführerstellung auf Lebenszeit zubilligt, müssen besondere Gründe vorliegen, um die Abberufung zu rechtfertigen.
Mit dem Zugang der Mitteilung der Abberufung endet das Amt des Geschäftsführers. Die Abberufung des Geschäftsführers beendet jedoch noch nicht seinen Anstellungsvertrag. Dazu muss die Gesellschafterversammlung eine Kündigung des Anstellungsvertrags aussprechen. Die Abberufung des Geschäftsführers ist ebenfalls im Handelsregister einzutragen.
Wir erstellen gerne die dafür notwendige Dokumentation (Gesellschafterbeschlüsse etc.) für Sie und übernehmen die erforderliche Korrespondenz mit dem Handelsregister.
Die Bestellung und Abberufung von Prokuristen im Außenverhältnis ist Sache der Geschäftsführer als den gesetzlichen Vertretern der Gesellschaft, obwohl dazu im Innenverhältnis ein Gesellschafterbeschluss erforderlich ist. Die Erteilung der Prokura sowie das Erlöschen sind durch die Geschäftsführer dem Handelsregister zur Eintragung anzuzeigen.
Wir erstellen gerne die dafür notwendige Dokumentation (Gesellschafterbeschlüsse etc.) für Sie und übernehmen die erforderliche Korrespondenz mit dem Handelsregister.
The board of management is the legally required body that manages the business and represents a public limited company/stock corporation (AG), an association, or a cooperative.
The supervisory board is the mandatory supervisory body of a public limited company (AG) or a cooperative. Its key task is to monitor the management, to review the annual financial statements and the management report, and to provide a report to the annual general meeting. The members of the supervisory board must not at the same time be members of the board of management.
Der Vorstand der Aktiengesellschaft wird vom Aufsichtsrat durch entsprechenden Aufsichtsratsbeschluss und seine Kundgabe gegenüber dem künftigen Vorstandsmitglied für eine Amtszeit von maximal fünf Jahren bestellt. Schuldrechtlich wird der Vorstand durch den Abschluss eines Anstellungsvertrages gebunden.
Die Bestellung des jeweiligen Vorstands ist zur Eintragung in das Handelsregister anzumelden.
Die Abberufung des Vorstands lässt dessen körperschaftliche Organstellung erlöschen. Sowohl Vertretungsmacht als auch Geschäftsführungsrecht und -pflicht finden ihr Ende.
Zuständig für die Abberufung des Vorstands ist erneut der Aufsichtsrat durch entsprechenden Aufsichtsratsbeschluss. Der Widerruf wirkt regelmäßig ab Zugang. Einer Annahme des Widerrufs durch das Vorstandsmitglied bedarf es nicht. Zuständig für die Kündigung des Anstellungsvertrags ist ebenfalls der Aufsichtsrat, der dann die Gesellschaft vertritt.
Die Abberufung des jeweiligen Vorstands ist zur Eintragung in das Handelsregister anzumelden.
Der Widerruf der Bestellung (Abberufung) erfordert stets einen wichtigen Grund. Durch dieses zwingende Erfordernis wird die Unabhängigkeit des Vorstands gegenüber dem Aufsichtsrat gesichert.
Wir beraten Sie gerne und erstellen die notwendige Dokumentation (Beschlüsse etc.) für Sie.
Der Aufsichtsrat in der Aktiengesellschaft wird durch die Hauptversammlung mittels eines Hauptversammlungsbeschlusses grundsätzlich mit einfacher Stimmenmehrheit gewählt. Die Amtsdauer darf vier Bilanzjahre nicht überschreiten.
Der Widerruf der Bestellung zum Aufsichtsratsmitglied in einer Aktiengesellschaft erfolgt durch Mehrheitsbeschluss (mindestens dreiviertel der abgegebenen Stimmen) der Hauptversammlung.
Der Aufsichtsrat in der Genossenschaft wird durch Beschluss der Generalversammlung gewählt.
Die Bestellung zum Mitglied des Aufsichtsrats bei einer Genossenschaft kann auch vor Ablauf des Zeitraums, für das es gewählt wurde, durch die Generalversammlung per Beschluss mit mindestens dreiviertel der abgegebenen Stimmen widerrufen werden.
Wir beraten Sie gerne und erstellen die notwendige Dokumentation (Beschlüsse etc.) für Sie.
The by-laws of a body (managing directors, board members, supervisory board members) comprise all rules that govern the functioning of this body.
Are by-laws recommendable?
Yes, because the by-laws are the suitable instrument to govern the cooperation of the members of the managing board (board of management, managing directors) with each other, and control of the managing bodies (board of management, managing directors) by controlling bodies (supervisory board, advisory board, etc.). The need for coordination and cooperation on the one hand, and control on the other hand, depends on many factors. These factors include the business volume, the size of the managing body (board of management, managing directors), the complexity of the business, the business procedures, and the areas of responsibility/portfolios.
Does your corporation need by-laws for the board of management/for the management of your company/start-up?
We are glad to assist you in defining the content of your by-laws and in creating by-laws that are tailored to your needs and your company or start-up.
You are retiring from a corporate body and you are supposed to get a compensation, and you need competent support in creating or reviewing the necessary and legally compliant contracts?
Do not hesitate to contact us. We are glad to help as your competent advisor.
Conflicts among partners or shareholders often arise when it comes to the position of managing director, risky management operations, the rights of a minority shareholder, a conflict among generations, the appropriation of net profit or capital-related measures. If disagreements among partners or shareholders escalate, the company could break up if it comes to the worst.
For a multi-person company, be it a private corporation (GbR), general partnership (OHG), limited partnership (KG), limited liability company (GmbH) or corporation/company limited by shares (AG), it is therefore important to lay down clear rules of future cooperation in the partnership or company agreement, in particular for the adoption of resolutions. Moreover, provisions in the company agreement are required that allow feuding partners or shareholders to separate voluntarily, or if necessary by force, without the partnership or corporation having to be dissolved and liquidated. It is also necessary to define who will take over the shares of the retiring partner/shareholder, and how the retiring partner/shareholder will be compensated. A partner/shareholder can only be excluded for good cause. This must usually be demonstrated and proven by the respective other partners/shareholders.
Before a partner/shareholder is forced to leave, the financial situation of the company needs to be taken into account. Frequently, a dispute among partners/shareholders results in considerable litigation costs for the company. The payment of the compensation to the retiring partner/shareholder withdraws additional liquidity from the company. If the company cannot pay the compensation, the remaining partners/shareholders are liable for it with their own assets.
Is there a dispute among the shareholders/partners of your company?
Do you wish to part with one of your shareholders/partners, or do they wish to part with you?
As indicated above, a dispute among shareholders/partners can develop into an incalculable risk for all parties involved. We see it as our job as your competent partner to provide advice early in order to avoid serious mistakes that may have serious consequences.
All corporate forms in Germany have the body of a general meeting. For most corporate forms, it is known by the name of general meeting [Gesellschafterversammlung] (e.g. of a limited liability company (GmbH), or a private company (GbR). In a public limited company/stock corporation (AG), the meeting is also referred to as annual shareholders’ meeting [Hauptversammlung]. Clubs or associations also hold annual general meetings. Depending on its legal form, the general meeting is subject to different rules. The rules of the general meeting depend on the company agreement/articles of association and/or the respective law.
The general meeting of a company is usually composed of all of its members (partners or shareholders). At the general meeting, every partner or shareholder is able to influence the decisions of the respective company by exercising their voting rights.
Decisions of the company are generally taken in the form of resolutions that are adopted at the annual general meeting or shareholders’ meeting. Depending on the corporate form and company agreement or articles of association, the vote is taken either per capita or in relation to the participation in the share capital of the company.
Do you need help in drafting the convening notice and/or agenda of your annual general meeting or shareholders’ meeting?
Do you need advice and assistance in creating the proposed resolutions?
Are you a partner, shareholder or member of an association who would like to take action against a resolution of which you think it has not been duly adopted? Are you considering to file an action for annulment?
Feel free to contact us.
From a perspective of corporate law, the liquidation/winding up of a company is the beginning of the period after its dissolution, i.e. when the assets of the company are wound up. During the phase of liquidation, in Germany, the company name bears the suffix “i.L.” for “in liquidation”.
Liquidation only takes place when a well-to-do company is to be dissolved, or an insolvency petition was not rejected due to a lack of assets. If a company is insolvent, the liquidation process is governed by the Insolvency Code.
The liquidation/winding up is usually performed by the managing director or a board member (liquidator), whose job it is to generate as large as possible an estate for distribution in the interest of the creditors and the partners or shareholders. The liquidator is a body of the company and in this function, has liability according to the general rules.
The purpose of the liquidation/winding up is to terminate the current business, and after settling all liabilities, to distribute the remaining monetary assets to the partners/shareholders. The liquidation/winding up also includes the sale of the entire company, or of its operational parts. All business that serves the liquidation/winding up may be transacted, and even new contracts can be entered if necessary.
After the distribution of the proceeds of the liquidation to the shareholders/partners and the drawing up of the final accounts, the liquidators need to report the termination of the liquidation to the commercial register. The company has thus been wound up, and, upon review by the registration court, it is deleted from the commercial register. Thus the company ceases to exist.
Are you going to be appointed as a liquidator, or do you have general questions about liquidation?
The liquidation/winding up of a company does not only entail a liability risk for the liquidator, but also strategic risks, which, without legal advice, may result in incorrect decisions.
We consider it our job to accompany you in the liquidation/winding up of your company and to provide you comprehensive advice.
Your company is in a crisis if its operability and stability are impaired, and it is at risk of becoming insolvent.
The Federal Supreme Court tied the term crisis to the creditworthiness of a company. According to this, a company is in a crisis if an independent third party outside the affected company would not grant the company any more credit on market terms, and the company would have to be liquidated without fresh capital.
A crisis is always a threat to a company. But it does not necessarily lead to the liquidation of the company. It can be overcome by proactive and (strategically) correct action. Your company can weather a crisis and emerge stronger and more powerful than before.
For your company to succeed in this, you need a competent advisor by your side.
If however the crisis has already reached the stage of an advanced liquidity crisis, this is referred to as insolvency. Insolvency is characterised by the acute inability to pay one’s debt (lack of liquidity) or overindebtedness. If a company is insolvent, an insolvency petition has to be filed with the Local Court having jurisdiction. The Local Court then appoints an insolvency administrator who administers the assets involved in the insolvency proceedings.
The subsequent insolvency proceedings serve to satisfy the creditors (balancing of the creditors’ interests) by realizing the (remaining) assets and subsequently distributing the proceeds, or by restructuring the company through an insolvency plan.
Are you a shareholder or partner of a company in a crisis or an insolvent company, or are you a creditor of an insolvent company?
Feel free to contact us. We will gladly provide consulting services and accompany you through the crisis and insolvency, or help you to secure your claims.
Each corporate form is governed by its own laws, legal principles and rules, which are not always easy for the layperson to understand.
Do you need advice in matters of the law relating to limited liability companies (GmbH), stock corporations, general partnerships (OHG), limited partnerships (KG), private corporations (GbR)?
As competent advisors in these fields of law, we always have a sympathetic ear for your questions and are happy to help. Please do not hesitate to contact us and present us your case.
The reorganisation of your company may become necessary due to organisational, economic or structural reasons (e.g. the introduction of holding concepts).
Are you planning to reorganise your company, or is your company being reorganised, and you do not know what to do?
In order to avoid far-reaching strategic and legal errors, you should be accompanied by competent advisors right from the beginning of the restructuring process. Please do not hesitate to present us your case.
The decision about the legal form of a company is the owners’ decision. They can choose from among a plurality of organisational forms provided by the legislator in Germany (registered merchant (e.K.), general partnership (OHG), limited partnership (KG), limited partnership with a GmbH as general partner (GmbH & Co. KG), entrepreneurial company with limited liability (UG (haftungsbeschränkt)), limited liability company (GmbH), stock corporation (AG), etc.). The owners have this freedom to choose not only when founding the company or start-up, but at any stage of its existence.
The term transformation describes the reorganisation of companies under corporate law. The transformation of legal entities is essentially governed by the German Business Transformation Act (UmwG). The most common forms of transformation are merger, split-up, spin-off and hive-down.
Do you intend to reorganise your company under coporate law?
We will gladly assist you in finding the right way to proceed, and with the drafting of the necessary complex contracts (e.g. performance of a merger, a split-up, spin-off or hive-down) and any collateral agreements.
Usually such contracts need to be notarized. Of course, we will closely cooperate with the notary of your choice and also coordinate the other steps to be occasioned by the notary (entry in the commercial register etc.). Feel free to contact us.
- corporate founders
- companies in all industries
- domestic and international investors
Do you have any further questions?
Please do not hesitate to contact us.