Strategic Legal Advice: Specialised to your Company’s Needs
Understanding and implementing the requirements of German corporate law in all its complexities and facets is a strength of our firm. Our experienced corporate lawyers are available to you regardless of which industry your company is in. Whether you are dealing with a conflict between shareholders, need to understand regulations in the German Commercial Code (Handelsgesetzbuch), want to set up a business, or are looking to expand or restructure an existing company– we can provide comprehensive assistance in transactions concerning your business. We will be by your side from the creation of your company to its eventual sale should that happen. Due to our firm’s interdisciplinary focus, our corporate lawyers are also able to advise our clients on the intersection between corporate law and other legal areas, such as employment law, tax, insurance and commercial law.
German Corporate Law Services & Expertise
We know how important it is for a company to be on a stable legal footing. Due to our interdisciplinary setup, we not only take care of all corporate law aspects of a company, but can also comprehensively deal with all other legal issues which may arise. Our portfolio here ranges from traffic law support for your vehicle fleet to comprehensive advice on labour law issues and the assumption of debt collection proceedings. We would be pleased to present our portfolio to you in detail in a personal meeting. Contact us today using our contact form below this article.
Company Foundation
Our team of attorneys will assist you in the course of setting up a company in Germany and will advise you individually according to your wishes and in line with your business idea. We are at your disposal as contact persons for the foundation of sole proprietorships, partnerships (GbR, OHG, KG, PartnerG) and corporations (UG (haftungsbeschränkt), GmbH or AG). From the choice of legal form to the drafting of contracts – our lawyers leave nothing to chance. We help you to clarify all formalities and to quickly gain a foothold in the German market.
Subsequent changes, such as the supplementation or reorganisation of the articles of association, as well as a change in legal form, require a considerable commitment in terms of time and money. It is therefore worthwhile to discuss all important aspects of your business plan and corporate goals, as well as the structure of the company in detail with a qualified and experienced team of lawyers before the company is founded. By commissioning us, foundation mistakes and their far-reaching consequences can be avoided.
Legal Form According to Entrepreneurial Preference
The various legal forms differ in key characteristics, e.g. with regard to the company’s assets, the liability of the company or the managing directors and shareholders, the capacity to act and tax obligations. In order to find the appropriate legal form for your company, the financial, economic and entrepreneurial goals must be clearly defined in advance.
If you prefer an affordable foundation and low administrative costs compared to extended possibilities for limitation of liability, a partnership – such as a GbR or OHG – might be the more suitable option. However, if, on the other hand, the exclusion of the personal liability of the partners with their private assets is decisive for you and if, in addition, a higher amount of money is available to you for foundation, a corporation – such as a GmbH or UG – is more preferable.
If the aim is to enable outside persons to participate without any problems and in a tax-optimised manner, a hybrid form – such as GmbH & Co. KG or UG & Co. KG – can be considered.
Joint Ventures in Company Law
Our team of attorneys also provides you with its expertise in corporate law in the implementation of – increasingly popular – national and international joint ventures. We support the structuring, organisation and actual realisation of the joint venture.
Joint ventures offer a wide range of corporate and entrepreneurial opportunities. On the one hand, business experience, capital, organisation, manpower and means of production of participating companies can be combined in order to fully exploit the joint potential in a new project. In addition, joint ventures can also serve to restructure or reorganize already established companies or to promote the slow exit from a business area.
Establishing a common consensus in all business areas of the joint project is a particular challenge in joint ventures. This is because these joint ventures involve at least two existing, independent companies that already have independent business concepts and structures and therefore have individual ideas.
In order to avoid later disputes, the interests of the partners must therefore be discussed and contractual arrangements made when a joint venture is set up. Some basic points of discussion are absolutely necessary during the preparation in order to clear up misunderstandings and to be able to establish consensus or agree on compromises.
Liability of Managing Directors and Shareholders
The danger of liability of managing directors for their company with their private assets increases with the entrepreneurial risk. In addition, legal requirements for personal liability, especially for corporate bodies of corporations, continue to be tightened. Jurisprudence is also reacting to national and international corporate scandals with tougher judgements for managing directors.
In contrast, the liability of shareholders depends on the legal form of the company. According to § 128 HGB (German Commercial Code), partners in OHGs are personally liable to creditors without limitation. In addition, a limitation of their liability towards third parties is generally ineffective. But even for GmbH partners, who according to § 13 exp. 2 GmbHG are in principle not personally liable for obligations of the GmbH, personal liability can arise in exceptional cases, e.g. if they take over personal security as corporate debt towards the creditors or in cases of the destruction of the GmbH’s existence by the withdrawal of assets. All in all, questions regarding the liability of managing directors and shareholders are often very complex and can only be answered on the basis of the circumstances of the individual case, although the various principles according to legal forms continue to be the standard cases.
Restructuring & Transformation
In order to remain stable and competitive in the modern economic market, companies often have to rethink and reorganise their corporate and social structure. There are various possibilities for such restructuring and transformation measures, but they cannot be implemented without extensive preparation. Our legal experts in corporate law will assist you in the detailed preparation of such a restructuring process. With in-depth knowledge of the additionally relevant legal areas of labour, tax, banking and finance law, we can quickly master challenges that transcend legal fields and support you as a qualified partner. The main regulations on restructuring and transformation options for companies are contained in the German Transformation Act (Umwandlungsgesetz, UmwG).
The civil law consequence of the conversion can be, depending on the objective and purpose of the conversion, total or special legal succession in corporate liabilities. This must also be taken into account in the run-up to a conversion process. These legal institutions focus on asset transfers, so that due diligence reviews are necessary and the drafting and conclusion of company purchase agreements must be negotiated. Questions of business law arise, e.g. whether a transfer of a business is planned according to § 613a BGB and must be prepared accordingly.
Many obligations only emerge in the course of a restructuring process and can be very time-consuming. By engaging our experienced lawyers for corporate law at an early stage, you can avoid unpleasant surprises and additional tasks in the conversion of your company. You will receive a comprehensive restructuring concept which takes into account the difficulties from all relevant areas of law and informs you about all upcoming requirements.
M&A Transactions and Due Diligence
Schlun & Elseven Lawyers provides comprehensive advice in the field of M&A corporate transactions and examines their risks and opportunities in order to successfully promote corporate growth. Regardless of whether your case concerns mergers, takeovers or company acquisitions, we support you in all issues related to the merger of companies or change of ownership. Our advice in the area of M&A transactions also includes the formation of groups, mergers, restructuring and transformation of companies in the legal sense.
In particular, we provide qualified legal assistance in the case of company takeovers, which can take place according to different methods depending on the structure of the owners and the structure of the relevant companies. We also advise you on whether a share deal or asset deal is the more favourable decision for your individual company acquisition project in terms of tax and business. This assessment depends on the structure, the current status and the efforts of the company. Through close and trusted cooperation with our experienced lawyers, it can be effectively worked out whether it is more advantageous for your company to purchase all or almost all shares (share deal), or to purchase assets of the company (asset deal).
We subject all intended company transactions in the area of M & A to a careful due diligence examination before we provide you with final advice. Measures for early risk detection are taken in various business areas and the strengths and weaknesses of the company are analysed. The aim of the due diligence is to give you a detailed overview of the advantages and disadvantages of the company transaction.
Practice Group for German Corporate Law
Dr Richard Nouvertné
Lawyer
Jens Schmidt
Lawyer
Dr. Simon Krämer
Lawyer
Florian Reisser
Lawyer
Contact our Practice Group for German Corporate Law
Contact a German Corporate Lawyer Now
Use our online-form to tell our corporate lawyers about your concerns. After receiving your request, we will make a short preliminary assessment on the basis of the information provided and give you a cost estimation. You are then free to decide whether you want to instruct our corporate lawyers.
Locations & Contact
Office Hours
Mon. – Fr:
09:00 – 19:00 o’clock
24h Contact:
+49 211 882 84196
E-Mail: info@se-legal.de
Appointments only after
telephone arrangement.
Aachen
Schlun & Elseven Rechtsanwälte PartG
Von-Coels-Straße 214
52080 Aachen (Eilendorf)
Tel: +49 241 4757140
Fax: 0241 47571469
Cologne
Schlun & Elseven Rechtsanwälte PartG
Kyffhäuserstr. 45
50674 Köln
Tel: +49 221 93295960
Fax: 0221 932959669
Düsseldorf
Schlun & Elseven Rechtsanwälte PartG
Königsallee 60F
40212 Düsseldorf
Tel: +49 211 882 84196
Fax: 0221 932959669