German
Corporate
Lawyer

Given the increasing globalization of the business world and Germany’s position as one of the economic centres of Europe, company expansion to Germany represents an attractive opportunity for many foreign, internationally active companies to enter the lucrative German market.

If you are planning a company’s expansion to Germany, the first question to be asked concerning setting up a branch in Germany is how to choose the right organizational form. A distinction is made between establishing a subsidiary company and establishing an independent branch office or a dependent permanent establishment/representative office. The choice of the right organizational form depends strongly on your individual motives and goals associated with the expansion. At Schlun & Elseven Rechtsanwälte, our team will outline the legal differences between the different organisational forms and ensure that our clients are fully aware of the steps, advantages and threats involved in all of them.

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).

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.

Running a business is complex and German tax law does not make it any easier. Businesses face many taxes and different laws relating to them, such as turnover tax, trade tax, corporation tax, income tax and capital gains tax. Often, the importance of a certain tax will depend on a myriad of factors including the type of business you are running, and whether your business is able to seek exemptions in certain areas. By employing the services of Schlun & Elseven Rechtsanwälte, our team of corporate tax lawyers can assess your company’s tax situation, defend your enterprise in tax dispute matters and provide guidance regarding your rights during tax investigations.

With ongoing legal support and compliance advice, companies can reduce the likelihood of legal disputes. However, it is not always possible to completely avoid conflicts. Should disputes arise our lawyers will advise you regarding your options of dispute resolution, such as arbitration, mediation and litigation. There are many benefits to resolving difficulties outside of court including reduced financial and time costs. Resolving matters outside of court also involves less media exposure and reduces the risk of reputational damage. Arbitration can also prove to be the preferred route in more technical disputes, as companies can be assured that knowledgeable professionals will oversee the dispute.

However, this is not always possible, and if matters need to be resolved in court, our experienced litigation lawyers will be in your corner. Determining which method of dispute resolution is preferable will depend on many factors. At Schlun & Elseven Rechtsanwälte, our litigators and dispute resolution team will assist you in navigating this often complex area.

Would you like to step into self-employment and set up your own franchise business in Germany? Or you have already successfully established a business concept and would like to expand it through your own franchise system? It is possible to set up a franchise in Germany but franchise law is a comparatively young field of law, and in Germany, there is no specific franchise law regulation. It can thus be challenging to maintain an overview. Against this background, it is advisable to consult an expert in franchise law. The lawyers of Schlun & Elseven Rechtsanwälte offer you comprehensive specialised legal advice so that nothing stands in the way of the successful establishment of your franchise business or the development of a franchise system.

Our team advises on matters, such as drafting and reviewing the franchise agreement, legal disputes between franchisees and franchisors, the day-to-day legal matters faced by franchisors and franchisees, and more.

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. Additionally, 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.

Questions regarding the liability of managing directors and shareholders are often very complex and can only be answered based on the circumstances of the individual case.

Schlun & Elseven Rechtsanwälte 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.

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.

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.

Our lawyers for corporate law will also answer all your questions regarding shareholders’ meetings and general meetings. We make sure that you know in which cases convocations are required and that you comply with all regulations when holding general meetings and shareholders’ meetings.

The general meeting of the AG and the shareholders’ meeting of the GmbH are particularly important. These are the central bodies representing the interests of the shareholders of the AG and GmbH. If the regulations regulated in laws or statutes are not adhered to with the appropriate degree of strictness, there is a risk that the resolutions drafted in the AG or GmbH meeting will be null and void or contestable. It is therefore advantageous to engage a legal expert in company law in advance, who will point out the requirements to be observed and create the necessary legal and organisational basis for proper meetings.

Building a successful business is a challenge, and ensuring that it remains prosperous is arguably an even greater one. 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, and therefore our commitment to tailored solutions is crucial in this matter. Expert advice is needed to make the right decisions. At Schlun & Elseven Rechtsanwälte, our lawyers will advise you on the options available to you, 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 with establishing a company under a covert trust agreement (“Treuhandvereinbarung”). Such mechanisms are allowed for as long as the situation is disclosed to the tax authorities in Germany. However, the law can be complex in this in this area and working alongside experienced German corporate lawyers is strongly advised.

Consolidating all of your legal services under one roof allows your company to operate in a cost-effective and time-saving manner. The extensive collaboration between our specialists ensures that all legal requirements are considered, and future costly legal disputes are avoided. Our lawyers draft and review contracts, advise on matters relating to German employment law, ensure our corporate clients are aware of compliancy requirements, developments in whistleblower legislation and the options available to them under German tax law. Working with our firm and utilising the benefits of our full-service approach ensures that your company will be supported on an ongoing basis. Developing a relationship built on expertise, trust and reliability mean that your business is in safe hands.