Schlun & Elseven Rechtsanwälte offers skilled legal advice to foreign companies operating in Germany on all issues relating to German corporate law. Whether establishing a presence in Germany, expanding your market share, or addressing any other corporate law-related concern, our lawyers will provide the support companies need to ensure they are legally secure for the future. In addition to traditional German corporate law services, our advisory services include areas such as contract drafting and review, intellectual property protection, and tax advice. For interdisciplinary tasks related to mergers & acquisitions, employment law, or other areas relevant to corporate law, we collaborate closely with our respective practice groups to ensure that the necessary expertise and diligence are always guaranteed.
Our clients include international corporations, medium-sized companies, and listed German stock corporations. Our extensive cooperation with representatives from a wide range of industries allows us to draw on valuable experience and tried-and-tested strategies continually. Please do not hesitate to contact us directly to benefit from our German corporate law services. We look forward to working with you.
German Corporate Law Support and Expertise
Our German corporate law experts are aware of the importance of a stable legal basis for companies. Therefore, our primary goal is to provide companies with comprehensive legal services tailored to their individual goals and needs, without exception. This includes expert representation in court, ongoing advice on legal developments and best practice measures, and conducting due diligence reviews. Working with our lawyers on an ongoing basis can avoid costly and time-consuming legal disputes. You can rest assured that confidentiality and discretion are always our top priority. Entrust your legal matters to our lawyers so that you can devote yourself fully to your company’s further growth and success.
M&A Transactions and Due Diligence
As a multidisciplinary law firm, Schlun & Elseven Rechtsanwälte offers comprehensive legal advice on M&A corporate transactions in Germany. Our M&A lawyers examine the risks and opportunities in this area to promote your company’s growth efficiently. Regardless of whether mergers, takeovers or acquisitions are involved, we support you in all matters relating to the merger of companies or a change of ownership.
In particular, we offer qualified legal advice on company takeovers, which can take place in different ways depending on the ownership and company structure. We also advise you on the question of whether a share deal or asset deal is the more favourable decision for your individual company acquisition project from a tax and economic perspective. We subject all intended corporate transactions in the area of M&A to a careful due diligence review before we provide you with final advice. We apply the latest methods for early risk detection in various areas of the company and analyse its strengths and weaknesses.
Selling a Company | Closing a Company
Our German corporate law practice group also advises clients on the legal process of selling a company in Germany. Just like the acquisition of a company, this requires careful planning and implementation. Whether in the preparation of the sale or the marketing, negotiation, or implementation phase, our legal experts will support you in every phase of the sales process. In doing so, we always closely monitor the cross-jurisdictional challenges of such a process.
This also applies in the event that you close your company. We will support you in preparing the necessary documents, liquidating the company and deleting it from the commercial and trade register. Our corporate law team works closely with our contract and employment law experts. In this way, we can ensure that all legal and contractual obligations are complied with when closing a company and that the risk of legal disputes is minimised. Contact us today to find out more about our services in this area.
Restructuring of Companies in Germany
Companies must constantly rethink and, if necessary, reorganise their corporate and social structure to remain stable and competitive in the modern business market. Such restructuring and transformation measures offer manifold possibilities in Germany, but they cannot usually be successfully implemented without prior legal advice. Thanks to our support, you can be sure that you will always implement the legally complex regulations on corporate restructuring in Germany and transformation options in compliance with the law and be legally secure for the future.
With our in-depth expertise in employment, tax, banking and finance law, we can master all cross-jurisdictional challenges for our clients and provide you with professional support as a legal partner. Many obligations only come to light during a restructuring process and can be very time-consuming. By instructing our lawyers at an early stage, you can avoid unpleasant surprises and tedious tasks during the transformation of your company. Our German corporate lawyers will draw up a comprehensive restructuring concept for you that considers all possible difficulties in the relevant areas of law and informs you of all upcoming requirements.
Franchises & the Law in Germany
Would you like to take the plunge into self-employment and set up your own franchise company in Germany? Or have you already successfully established a business concept and would like to expand it with your franchise system? As there is still no specific franchise law regulation in Germany, establishing a franchise system usually poses an enormous legal challenge for the contractual partners involved.
Schlun & Elseven Rechtsanwälte offers comprehensive legal advice on German franchise law so that you always have an overview of the current legal situation, and nothing stands in the way of the successful establishment of your franchise company or the development of a franchise system. Our team will advise you on the drafting and review of franchise agreements, legal disputes between franchisees and franchisors, and all other legal issues that may arise when running a franchise company.
Corporate Tax Support
The ever-changing rules of German tax law can be very complex and pose significant business challenges. Whether for VAT, trade tax, corporation tax, income tax or capital gains tax, the relevance of the relevant standards to your business will depend on various factors, including the nature of the industry and whether your business can claim tax exemptions in certain areas. Our German tax lawyers will assess your company’s tax situation and advise you on your rights and obligations in tax investigations and potential tax disputes.
Liability of Managing Directors
With entrepreneurial risk comes the danger that the managing director will be liable for the company with their personal assets. The legal requirements for personal liability – especially for executive bodies of corporations – have become considerably stricter in recent years.
Questions regarding the liability of managing directors and shareholders are often very complex and can generally only be answered based on the circumstances of the individual case. What is certain, however, is that shareholders’ liability depends on the company’s legal form. For example, the shareholders of OHGs have unlimited personal liability to creditors per § 128 HGB. Furthermore, a limitation of their liability towards third parties is generally ineffective. However, even for GmbH shareholders, who are generally not personally liable for the liabilities of the GmbH per § 13 Para. 2 GmbHG, personal liability can arise in exceptional cases.
In addition to advising on the rights and obligations of a managing director, we also support managing directors in resigning from office. Regardless of whether you wish to voluntarily resign from your position as managing director or distance yourself from it due to involuntary dismissal through dismissal or termination of the managing director’s contract – our corporate law lawyers will advise and represent you in any situation. The same applies to shareholders. Of course, we are also at your side in the event of exclusion and will be happy to answer any questions you may have. Contact us today to learn more about our services for managing directors and shareholders.
Dispute Resolution
Ongoing legal advice from an expert lawyer usually ensures compliance with all relevant regulations in Germany and thus reduces the likelihood of legal disputes for companies. Should legal disputes arise, our lawyers will advise you on various dispute resolution options. Settling legal disputes through mediation and arbitration generally means less financial and time expenditure. In addition, out-of-court settlement is associated with less media exposure and thus reduces the risk of damage to your reputation. Arbitration is the method of choice for more technical disputes, as companies can be sure of supervision by knowledgeable experts.
However, if such a solution to the dispute is not possible, our experienced lawyers will also represent you in court with the necessary commitment to achieve the best possible result.
Succession Planning Including Trustee Companies
Building a successful business is challenging, and ensuring it remains prosperous is an even more significant challenge. With the right business succession plan, it is possible to safeguard the company’s prosperity and ensure that future generations benefit from its continued growth. Every company and situation is different, so our commitment to tailored solutions is crucial. Expert advice is needed to make the right decisions. At Schlun & Elseven Rechtsanwälte, our lawyers will advise you on the options available, oversee the legal requirements to follow through with the desired plan and provide solutions based on your goals and your company’s characteristics.
Our corporate lawyers also advise clients regarding their options for establishing a company under a covert trust agreement (“Treuhandvereinbarung”). Such mechanisms are allowed as long as the situation is disclosed to the tax authorities in Germany. However, the law can be complex in this area, and working alongside experienced German corporate lawyers is strongly advised.
Further Business Services from a Full-Service Law Firm
Our firm’s multidisciplinary approach enables your business to operate in a cost-efficient and time-saving manner. The comprehensive cooperation with our lawyers ensures that all legal requirements are taken into account in the management of your company, thus avoiding unnecessary legal disputes.
Our lawyers offer to draft and review contracts – regardless of the industry. They provide comprehensive advice on German employment law issues and also ensure that our corporate clients are fully informed about compliance requirements, developments in whistleblower law and the possibilities of German tax law.
By working with our firm on an ongoing basis and taking advantage of our full-service approach, your business will receive expert legal support that ensures it is always legally compliant. Building a relationship based on expertise, trust and reliability means that your business is in safe hands.
Practice Group: German Corporate Law
Practice Group:
German Corporate Law
Contact our German Corporate Lawyers
Please use the contact form to tell us about your concerns in the field of German corporate law. After receiving your request, our German corporate lawyers will make a short preliminary assessment based on the information provided and will provide you with a quotation. You are then free to decide whether you want to instruct us.