The purchase of a company in Germany or the acquisition of its shares offers businesspeople from all over the world the opportunity to enter the German market quickly and without the hurdles of setting up a company. However, such a step always requires thorough preparation and a professionally conducted due diligence review to obtain a precise overview of the target company’s economic, legal, tax and financial circumstances. The pre-contractual negotiations and drafting of a legally compliant purchase agreement, which considers the individual needs and goals, present the parties involved with a considerable challenge, as do the numerous formalities to be complied with when acquiring a company in Germany.
The German law firm Schlun & Elseven Rechtsanwälte offers skilled and committed legal advice. Whether you have corporate, contractual or tax law issues, our highly qualified legal team will support you with its expertise in all phases of the company acquisition. Our lawyers also utilise their many years of experience dealing with the German authorities so that you can enter the German market as quickly as possible and be legally secure in the future. Of course, we can also advise you from the seller’s perspective in the event of a company sale. Contact us today to benefit from our expertise.
Procedure for the Purchase of a Company in Germany
From a legal perspective, purchasing a company in Germany is a highly complex process that always requires precise preparation and a careful approach. The following aspects, in particular, must be considered during pre-contractual negotiations:
- Non-disclosure agreement (NDA),
- exclusivity clause,
- letter of intent or term sheet.
The target company must be analysed as closely as possible as part of the pre-contractual negotiations. To this end, extensive information about the company is collected and exchanged as part of a due diligence process. In this way, it is possible to determine, among other things, whether the company is legally sound and economically profitable at the time of acquisition.
Subsequently, the contract as such and all legally relevant aspects must be examined before the contract is concluded – this includes, among other things
- cross-checking the contractual objects specified in the contract, the purchase price, and any clauses (e.g. ‘change of control’ clause),
- examination of existing legal and in particular employment relations,
- examination of guarantees and any assurances,
- preliminary consideration of financing.
If the reviews and analyses provide a favourable overall picture, the contract is signed and closed. The German lawyers at Schlun & Elseven Rechtsanwälte are at your side during this important phase. We will also support you after the contract has been signed to ensure that the company you have acquired is legally secure for the future.
Advantages of Acquiring a Company
Acquiring an existing company in Germany offers the following advantages over founding a company:
- The existing company identity: If you acquire a company, you benefit from an existing company identity and customer base. The fact that the company already has a certain level of recognition is of considerable value for the economic success of the continuation of the company.
- Accelerated procedure: The bureaucratic effort involved in acquiring a company is generally much less than when founding a company. This means you can utilise the company commercially more quickly and draw the corresponding profit from it.
- Reputation with banks/investors: By acquiring an existing company, you can benefit from its reputation. It is, therefore, essential to ensure that the company in question has a good reputation regarding its economic performance and creditworthiness. Our lawyers offer due diligence services in this regard so that you can be aware of the company’s standing from the outset.
Like all M&A (Mergers & Acquisitions) transactions, a company acquisition in Germany has certain risks and advantages. Although these cannot always be avoided, they can be minimised as much as possible with the proper risk management.
In Germany, the buyer of a company has the option of acquiring the target company through an asset deal or a share deal. A share deal involves the transfer of company shares. The asset deal, on the other hand, refers to the purchase of individual assets belonging to the company, which must be listed precisely in the purchase agreement. Each of the two forms offers certain advantages. In this context, it should be noted that a share deal must be notarised, whereas this is not necessary for an asset deal in Germany. The taxation of the transaction is also different.
Our lawyers will be happy to guide you through the complex M&A process. When a company is acquired or merged in Germany, the first question is whether two companies of the same size should be merged or whether one dominant company should take over the other. We will explain to you which course best meets your individual needs, subject the company in question to a due diligence review, and ensure that everything runs smoothly. We provide you with comprehensive advice on German competition and antitrust law. In addition, we will also explain how you should approach the company’s management board and how the negotiations can be a complete success.
Acquisition of a Shelf Company in Germany
Acquiring a shelf company in Germany offers a convenient way into the German market. A shelf company is registered in Germany but has no active business activities. The entrepreneur can immediately use this already established and registered company for business purposes. Consequently, they do not have to deal with the time-consuming process of setting up a company.
As the company already exists, the purchaser can immediately adapt its structures to their needs and objectives to realise the desired profits as soon as possible.
Changes can be made as soon as the shelf company has been acquired. For example, the company’s character can be adapted to the interests of specific investors. It is possible to relocate the company’s registered office, change the name or even the object of the company. Our lawyers will advise you on the options available and support you in legally implementing the desired changes.
Drafting the Company Purchase Agreement | Contract Review and Analysis
As a rule, the seller or the seller’s advisor prepares the first draft of the purchase agreement. However, it is highly advisable to write down your ideas and requirements to strengthen your negotiating position. In any case, our lawyers will check the contract and discuss it with you in detail. We will work with you to draw up a purchase agreement that is to your complete satisfaction within a realistic timeframe.
The review we carry out covers all potentially critical points: From the preamble, which is often decisive in the interpretation of disputed clauses, to the type of purchase (asset or share deal) and the definition of warranties through to the purchase price and other provisions such as non-competition or arbitration clauses.
If there are any discrepancies, the purchase agreement will be redrafted if there is doubt. When determining a purchase price, careful consideration should always be given to whether a fixed purchase price or a purchase price adjustment based on future company developments should be agreed upon. This earn-out can be subsequently adjusted in the event of positive business development and the achievement of precisely defined targets. Both agreements, fixed purchase price and earn-out, can have advantages and disadvantages for both parties. Therefore, both parties should consider which type they prefer before the negotiations. The type of financing should also be included in the contract.
Cross-border Company Acquisitions | International M&A Transactions
Cross-border transactions make it possible to quickly gain a foothold in a new market and thus quickly make a company more international. Germany has always been regarded as an ideal place to acquire a company – be it due to its location in the heart of Europe, its strong economy, its membership of the European Union or its excellently trained workforce.
However, the cross-border acquisition of a company has several distinctive features – particularly from a legal and cultural perspective. Even though international company purchase agreements usually regulate everything of legal relevance within them, it should be noted that the company purchase is not only relevant in terms of contract law. For example, areas of law such as employment, corporate, and antitrust law must be regularly considered when acquiring a company in Germany. Our specialised lawyers will inform you of your rights and obligations in this context and support you throughout the acquisition process. From due diligence and contract negotiations to contract drafting and final notarisation, we represent your interests with expertise and commitment.
Buying a German Business from Abroad
Foreign investors need to be aware of specific regulations and restrictions related to buying a business in Germany. The German government has implemented various laws and regulations to protect national interests, ensure fair competition, and safeguard strategic sectors.
Foreign Investment Control: Germany has a foreign investment control regime known as the Foreign Trade and Payments Act (Außenwirtschaftsgesetz, AWG). The law allows the German government to review and potentially block foreign investors’ acquisitions of German companies if they threaten public order or security. Specific industries, such as defence, critical infrastructure, and technology sectors, are particularly scrutinised.
Industry-Specific Restrictions: Some industries have specific regulations and restrictions on foreign investment. For example, the banking and financial sector, insurance, media, telecommunications, energy, and defence industries have specific licensing requirements or limitations on foreign ownership. Researching and understanding any industry-specific regulations that may apply to the target business is crucial.
European Union (EU) and Competition Law: If the buyer is from another EU member state, the general principle of the free movement of capital and establishment within the EU applies, allowing for relatively unrestricted investment. However, antitrust and competition regulations must be considered to ensure compliance, particularly in cases involving significant market shares or potential anti-competitive effects.
Employment Regulations: Germany’s robust employment and employment laws protect employees’ rights, including those of the target company. Foreign investors must comply with German employment regulations regarding employment contracts, termination procedures, working hours, minimum wage, and employee benefits. Acquisitions may trigger information and consultation requirements with employee representative bodies.
Tax Considerations: Foreign investors should be aware of German tax laws, including corporate income tax, value-added tax (VAT), transfer pricing rules, and potential tax incentives or limitations. It is advisable to consult with a tax advisor to understand the specific tax implications and optimise the tax structure of the acquisition.
Foreign investors should consult legal professionals specialising in German corporate and commercial law to navigate these regulations, understand the implications, and ensure compliance throughout the acquisition process.
Due Diligence
When purchasing a company, conducting a thorough due diligence process is essential. The scope of the due diligence process will be based on the specific transaction and the purchasing company’s objectives. At Schlun & Elseven Rechtsanwälte, our lawyers are available to review the financial records, contracts, permits and licenses, intellectual property, employment matters, litigation history, and any other relevant areas of the other company. Our team will identify any potential risk or problems and provide our clients with comprehensive advice based on thorough research.
Financial Due Diligence
During the financial due diligence, our lawyers review the target company’s financial statements, including balance sheets, income statements, cash flow statements, and tax returns. Such analysis allows us to assess the company’s financial health, profitability, and key financial ratios.
Our lawyers will carefully follow the process to ensure that every material aspect is thoroughly documented and that your target company is accurately assessed.
Legal Due Diligence
Our team is prepared to examine the legal framework of the target company, including its corporate structure, articles of association, shareholders’ agreements, and minutes of meetings. This process also involves reviewing contracts with customers, suppliers, employees, and other stakeholders. Thorough legal due diligence will allow us to identify any ongoing or potential legal disputes, litigation, regulatory compliance issues, and contractual obligations.
IP Due Diligence
Our intellectual property law experts will assess the target company’s IP portfolio, including trademarks, patents, copyrights, and trade secrets. This process is vital as regards verifying the ownership and validity of the IP assets, and it also enables us to identify any encumbrances or licensing agreements and assess potential infringement risks or disputes.
Compliance Due Diligence
Compliance due diligence enables our lawyers to evaluate the target company’s compliance with applicable laws and regulations in Germany, including industry-specific regulations. Our team reviews the target company’s record regarding compliance with employment laws, environmental regulations, data protection laws, and any other relevant legal requirements.
Employment Due Diligence
Our certified experts in German employment law review employment contracts, employee benefits, and compliance with employment laws. Using their expertise, they can identify any pending or potential employment disputes, collective bargaining agreements, and obligations related to employee terminations or severance.
Regulatory Due Diligence
Our lawyers will identify and review permits, licenses, authorizations, or certifications required for the target company’s operations. During this process, we can assess their validity, compliance status, and any potential risks associated with regulatory non-compliance.
Operational Due Diligence
Operational due diligence is the process of evaluating the operational aspects of the business, including its organisational structure, production processes, supply chain management, and key operational contracts. We assess the quality and reliability of suppliers, customer relationships and any dependencies or risks associated with the business.
An Overview: Frequently Asked Questions about M&A Transactions, Company Sales, and Company Acquisitions
Legal defences in cases of online harassment can include proving the truthfulness of statements, demonstrating a lack of intent to harm, showing that consent was given for the actions in question, and asserting the right to freedom of expression for protected opinions. Each defence is tailored to the specifics of the case.
Parents who abduct their children may face serious legal consequences, including criminal charges, fines, and loss of custody rights. German law treats child abduction as a serious offence. Our lawyers are available to advise you on matters relating to German family law and criminal law aspects of such cases.
Businesses caught undervaluing imports to evade customs duties in Germany face hefty fines and the confiscation of goods. For example, a company may be penalised for misdeclaring the value of electronics imports, leading to legal repercussions and financial losses.
Evidence is crucial in these cases. At Schlun & Elseven Rechtsanwälte, our legal team conducts a thorough analysis of all evidence, including digital footprints, context of interactions, and communications, to build a strong defence strategy. Proper evaluation can challenge the validity of the allegations.
If you suspect your child is at risk of abduction, it is crucial to take immediate and proactive steps to protect them. Start by notifying local authorities and expressing your concerns, as they can provide immediate assistance and increase vigilance. Secure all legal documents related to custody and ensure that they are up to date and readily accessible. Contact our expert German family law attorneys to explore protective legal actions, such as obtaining a restraining order against the suspected abductor or implementing travel restrictions for the child.
Yes, freedom of expression is a fundamental right protected under German law. If the alleged online harassment involves opinions or commentary, we can argue that these statements are protected speech, especially in cases related to social or political discourse.
It is essential to seek professional legal advice to understand your rights and options. You have the right to appeal a customs seizure decision. The appeals process involves submitting a formal request for review to the customs authorities, often within a specified timeframe. Our lawyers will advise you about responding to the notification and providing the requested documentation.
Defences in such cases may include proving that the material was shared with consent or under circumstances that justify the actions, such as emergency situations. We will investigate the context and evidence surrounding the dissemination to defend your case.
Online searches and investigations can be intrusive and are subject to strict legal requirements in Germany. If the conditions for such searches are not met, we can challenge the admissibility of the evidence obtained. Our team ensures that your rights are protected during these investigations.
You have the right to be informed of the reasons for the seizure, to access legal representation, and to appeal the decision. You also have the right to due process throughout the investigation. While not always explicitly stated, there is an implicit right to a timely resolution of the case. In certain circumstances, if the seizure is found to be unjustified, you may have the right to seek compensation for any losses incurred as a result of the seizure.
Potential drawbacks of arbitration include limited grounds for appeal, potential costs, and the need for both parties to agree to arbitrate. Additionally, arbitration may lack the formal discovery process available in litigation, which can be a disadvantage in complex cases.
After a seizure, German customs authorities catalog and securely store the seized items, conduct a detailed examination, and gather evidence. They may communicate with the affected party to request additional information or clarification. This process should ensure that the confiscation is justified and handled according to legal standards.
It is possible to recover seized goods through successful appeals, legal negotiations, or proving that the goods comply with regulations. Engaging a skilled lawyer to challenge the seizure can significantly increase the chances of a favourable outcome. Additionally, providing thorough documentation and evidence to support your claim is crucial in demonstrating compliance with German customs laws.
We can challenge the findings in court if an online search was conducted without meeting legal prerequisites. This challenge may involve proving that the search violated your rights or that the evidence should be excluded due to improper procedures.
Jemand der einer Straftat verdächtigt wird kann, nachdem die Staatsanwaltschaft bei dem zuständigen Ermittlungsrichter einen Haftbefehl beantragt hat, festgenommen werden, um in Untersuchungshaft genommen zu werden.
Zweck der Untersuchungshaft ist die Sicherung des Strafverfahrens. Es soll verhindert werden, dass der Beschuldigte die Ermittlungen negativ beeinflusst oder sich dem späteren Verfahren entzieht.
Legal defences against customs seizures can include challenging the legality of the seizure and proving compliance with relevant regulations. Negotiating for the return of the goods is also a viable strategy, along with demonstrating that any violations were unintentional or due to misunderstandings. Engaging a knowledgeable German customs lawyer can help formulate a robust defence tailored to the specific circumstances of the seizure.
You cannot legally stay in Germany after your visa expires. Overstaying your visa can lead to serious consequences, including fines, deportation, and future entry bans. It’s crucial to apply for an extension or a new visa before your current visa expires if you need to prolong your stay. If your visa is about to expire and you need to stay longer, you should apply for an extension or a new visa at the relevant local immigration office (Ausländerbehörde) in Germany. Ensure you have a valid reason for the extension and the necessary supporting documents. Our German visa lawyers are available to provide you extensive legal advice and support with this matter.
Leasing is a form of financing in which the lessee can use an asset (car, machine, property, etc.) for an agreed-upon period in return for payment of a monthly instalment. In legal terms, leasing can be distinguished from a tenancy.
In most leasing contracts in Germany, the lessee is responsible for maintaining and repairing the leased asset. It is essential to check the contract’s exact terms, as there may be different agreements. This should also be considered before the contract is concluded so that it can be included in the contract negotiations if necessary.
Fraud in Germany is defined under § 263 German Criminal Code (Strafgesetzbuch, StGB). It involves intentionally deceiving another person to gain a financial advantage, causing damage to the deceived party’s property.
What happens next in the event of a total loss depends on the respective leasing contract. The damage is often covered by comprehensive insurance. As a rule, the lessee remains obliged to continue paying the instalments until the insurance company settles the damage. Sometimes, the contract also contains a provision that terminates the leasing contract in the event of a total loss.
Penalties for fraud in Germany can include fines and imprisonment. Basic fraud can result in imprisonment of up to five years or a fine, while severe cases can lead to imprisonment of up to ten years.
The leasing parties usually agree on a fixed period, guaranteeing both parties security and predictability. Accordingly, early cancellation is difficult and usually associated with costs. Special clauses in the leasing contract usually regulate this, such as a compensation payment for the lessor. Early termination can sometimes be achieved by another person taking over the contract or paying a transfer fee.
If you are accused of fraud, it is crucial to remain calm and avoid making any statements to authorities without legal counsel. Contact a specialised German fraud defence lawyer immediately and collect and preserve any relevant documents or evidence.
There are usually three options at the end of the leasing term:
- Return of the leased asset,
- extension of the leasing contract or
- purchase of the leased asset at its residual value.
The leasing contract should clearly define the exact procedure and available options.
The duration of fraud investigations in Germany can vary widely based on the complexity of the case, the amount of evidence, and the workload of the investigating authorities. Simple cases may be resolved in a few months, while more complex ones can take years.
The most common legal problems with leasing include uncertainties about responsibility for damage and repairs, the calculation and payment of residual values, the conditions for early termination of the contract, and tax issues. Therefore, it is advisable to have the leasing contract in Germany checked in detail before concluding it.
During a fraud investigation, you have the right to be informed of the charges against you, remain silent and not incriminate yourself, have legal representation, and access case files and evidence used against you.
International leasing contracts involve several legal and tax aspects, such as the different legal provisions in the countries involved, currency risks, and possible import/export restrictions. A lawyer with experience in international contract law can provide valuable support here.
Security can be provided by depositing cash, securities, a pledge, or a guarantee of suitable persons (§ 116a (1) sentence 1 StPO). The judge determines the amount and type of security at his own discretion (§ 116a (2) StPO). However, the bail must also be suitable for securing the criminal proceedings. The custodial judge must consider that the nature and amount of the security exerts a psychological constraint on the accused to participate in the proceedings and accept a possible prison sentence. Therefore, the decision is relevant for the income and financial circumstances of the accused, the weight of the offence under investigation, and the circumstances that speak for or against escape.
A third party may also provide security. This is only permissible if it can be assumed that the defendant will not harm the third party by forfeiting the security (e.g., evading the investigation). This is often the case where family members provide bail.
Evidence in fraud cases in Germany often includes financial records, communications (emails, messages), witness testimonies, and digital evidence from IT systems. Investigators may also use expert analysis to trace fraudulent transactions and uncover patterns of deceit or embezzlement.
Germany offers various types of visas tailored to different purposes of stay. The two main categories are short-term visas (Schengen visas) for stays up to 90 days within a 180-day period and long-term visas (national visas) for stays exceeding 90 days. A short-term visa, or Schengen visa, allows you to stay in Germany and other Schengen Area countries for up to 90 days within a 180-day period for purposes like tourism, business, or visiting family and friends. A long-term or national visa is for stays exceeding 90 days and is required for purposes such as employment, studying, or family reunification.
Citizens of EU/EEA countries and Switzerland do not need a visa to enter Germany. However, nationals from non-EU/EEA countries generally require a visa to enter Germany, whether for short-term visits or long-term stays. Specific visa requirements vary based on your nationality, the purpose of your visit, and the length of your stay.
Bail will be refunded if an acquittal is granted or the proceedings are discontinued. Besides, bail is released if the arrest warrant is revoked or the remand in custody is executed after all. Bail is also returned if the sentence or detention order is executed. If a fine is imposed, the security will be set off against it and the proceedings’ costs. Any surplus will then be repaid.
If the accused person evades the investigation or the commencement of the recognised custodial sentence or detention order, the security that has not yet been released shall be forfeited to the treasury (§ 124(1) StPO). Therefore, the associated conditions must be complied with to have the bail returned.
The required documents vary depending on the visa type and purpose of your stay. Generally, you need a completed visa application form, a valid passport, recent passport-sized photos, travel insurance, proof of accommodation, evidence of sufficient financial means, and specific documents related to your visit’s purpose (e.g., invitation letter, employment contract, university admission letter). Our German visa lawyers are available to advise you regarding the documents needed in your specific case, and assist you with sourcing and managing such documents.
If the defendant does not live in the Federal Republic of Germany, they must appoint an authorised person to receive service. This is a person resident in the district of the competent court who is authorised to receive documents relating to the proceedings. This is intended to avoid difficulties connected with service abroad.
A national visa (D visa) is required for stays in Germany that exceed 90 days. This visa is necessary for purposes such as employment, studying, family reunification, or long-term medical treatment. You must apply for a long-term visa at the German embassy or consulate in your home country. The application process involves providing a completed application form, a valid passport, biometric photos, proof of health insurance, financial stability, and specific documents related to the purpose of your stay (e.g., job offer, university admission letter).
If contacted by the police regarding a fraud investigation in Germany, it is crucial to remain calm and exercise your right to remain silent. Do not provide any statements or answers without consulting a criminal defence lawyer. Contact a lawyer as soon as possible to ensure your rights are protected throughout the investigation.
Our criminal defence lawyers provide critical support during fraud investigations by offering legal advice, ensuring your rights are protected, and developing a robust defence strategy. We will review the evidence, represent you during interrogations, and work to resolve the matter favourably, potentially avoiding criminal charges or reducing penalties.
If you are arrested for illegal street racing in Germany, it is crucial to remain calm and exercise your right to remain silent. This will help you avoid making statements that could be used against you. Contact Schlun & Elseven Rechtsanwälte as soon as possible to discuss your case with our legal experts. We will guide you through the process, protect your rights, and work to achieve the best possible outcome for your situation.
Family reunification visas are available for spouses, children, and sometimes other relatives of individuals legally residing in Germany. The specific requirements and application process depend on your residence status and the relationship to the family members you wish to bring.
Companies can protect themselves by implementing strong internal controls and whistleblower systems, conducting regular audits, and ensuring transparency in financial dealings. Training employees on ethical practices and maintaining clear policies on handling finances and confidential information also help reduce the risk of fraud allegations.
Changing your visa status while in Germany is generally not possible for short-term visa holders. Long-term visa holders may be able to change their status under certain conditions, such as switching from a student visa to a work visa if they find employment. This process involves applying at the local immigration office and meeting specific requirements.
Deportation can be a potential consequence for non-German and non-EU citizens convicted of serious offences like illegal street racing. The risk of deportation depends on various factors, including the severity of the offence and your immigration status. Our team at Schlun & Elseven Rechtsanwälte will assess your specific case, explore all possible legal avenues to mitigate this risk, and provide a strong defence to help you avoid deportation.
If a defendant violates bail conditions in Germany, serious consequences may follow. The court may revoke the bail and issue a warrant for the defendant’s arrest. Additionally, the defendant may face new criminal charges for breaching bail conditions. Depending on the severity of the violation and the circumstances of the case, the defendant could be held in pre-trial detention until the conclusion of their criminal proceedings. It’s essential for defendants to strictly adhere to bail conditions to avoid further legal complications and ensure their continued liberty pending trial.
The length of a driving license suspension for illegal street racing varies based on the specifics of your case and the court’s decision. Penalties can range from several months to several years, or in extreme cases, result in permanent revocation. Our legal team will work to minimise the impact on your driving privileges by presenting a robust defence and negotiating for a more lenient penalty if possible.
During your court appearance, you will have the opportunity to present your case, challenge evidence, and make legal arguments. The court will review the evidence, listen to testimonies, and make a determination based on the facts and legal arguments presented. Our lawyers will guide you through the court proceedings, represent you in discussions, and ensure that your rights are protected throughout the process.
Challenging evidence involves a thorough review of the materials presented against you, such as witness statements, police reports, and forensic evidence. Our legal team will identify any discrepancies, procedural errors, or issues with the evidence’s credibility. We will then use this information to argue for the exclusion or reduction of evidence that could negatively impact your case, enhancing your chances of a favourable outcome.
The NATO Status of Forces Agreement (SOFA) is an international agreement that establishes the legal framework under which U.S. military personnel, civilian employees, and their dependents operate in Germany. It outlines the rights, responsibilities, and privileges of these individuals while stationed in the host country.
Yes, bail can be granted for individuals facing extradition proceedings in Germany, but it depends on various factors and the specific circumstances of each case. The decision to grant bail in extradition cases is at the discretion of the court and is influenced by considerations such as the seriousness of the alleged offence, the strength of the evidence against the individual, and the likelihood of flight. Additionally, the court may assess whether granting bail would serve the interests of justice and ensure the individual’s appearance at extradition hearings.
No, you do not need a separate German residence permit if you have SOFA status. The SOFA certificate in your passport exempts you from the standard requirements of the German residency laws.
U.S. military personnel must present their military ID cards and NATO or travel orders. Civilian employees, DoD-sponsored contractors, and eligible family members must have a SOFA certificate in their passports. These documents allow for unrestricted entry and exit from Germany without adhering to typical German immigration laws.
It is recommended that you obtain a SOFA certificate before relocating to Germany. If you are unable to obtain one before departure, you should carry a copy of the sponsor’s travel orders and visit the servicing passport office to request the identification certificate within 90 days of arrival in Germany.
The SOFA certificate grants various privileges, including exemption from German residency laws, unrestricted entry and exit from Germany, and certain immunities under German law. It also provides protections under the NATO SOFA and the German Supplementary Agreement.
Yes, dependents of U.S. personnel with SOFA status can work in Germany without needing a separate labour permit. However, it is essential to comply with German tax regulations, and certain job categories might have specific tax exemptions.
If your driving license is suspended or revoked, you are legally prohibited from operating a vehicle during the suspension period. Driving with a suspended or revoked license can result in additional legal penalties. We will work to minimise the duration of the suspension and explore options for reinstatement, but it is essential to comply with the court’s orders and refrain from driving until your license is reinstated.
Both U.S. and German authorities have jurisdiction over criminal matters involving U.S. military personnel. Typically, German authorities handle offences committed off-base or involving German nationals, while the U.S. retains jurisdiction over certain crimes committed on military bases or involving U.S. personnel.
Civil cases, such as personal injury claims or property disputes, are generally handled by German courts. U.S. personnel enjoy certain immunities under SOFA but are still subject to German civil law for personal actions and off-duty conduct.
While SOFA provides various legal protections, U.S. military personnel and their families may still require legal assistance to deal with complex issues or disputes in Germany. Schlun & Elseven Rechtsanwälte offers expert legal advice and representation to ensure compliance with German law and address any legal challenges that may arise.
A legal opinion in family law is a formal statement provided by a qualified attorney that outlines the legal standing, implications, and potential outcomes of a specific case or legal issue. It includes an analysis of relevant laws, precedents, and facts to guide clients in making informed decisions.
A legal opinion helps you understand your legal position, the strengths and weaknesses of your case, and the possible outcomes. It provides a clear, professional assessment that can guide your actions, support negotiations, and strengthen your case in court.
At Schlun & Elseven Rechtsanwälte, our family law attorneys are experienced in both German and international family law. We analyse the interplay between different legal systems and apply international treaties to our legal opinions. This comprehensive approach ensures our legal opinions are firmly established and tailored to the complexities of cross-border cases.
Yes, at Schlun & Elseven Rechtsanwälte, we offer all our family law services, including legal opinions, in both English and German. This ensures that international clients can fully understand their legal standing and the advice we provide.
Yes, Schlun & Elseven Rechtsanwälte offers both online and in-person consultations. This flexibility ensures that we can accommodate clients’ needs and preferences, regardless of their location.
My name is Oisín O’Mahony.
I live in Bonn.
Commonly seized items by German customs include illicit goods such as drugs and weapons, counterfeit items, and undeclared cash. Excess quantities of tobacco and alcohol are frequently targeted, as well as improperly declared commercial goods. These seizures aim to prevent illegal trade and ensure compliance with customs regulations.
To prepare an accurate legal opinion, we need comprehensive information about your case, including relevant documents, previous court orders, and other pertinent details. We will guide you on the specific information required during the initial consultation.
Recognising and enforcing foreign judgments in Germany involves a legal process where a German court determines if a foreign judgment meets the criteria for recognition under German law. Our legal opinions provide a detailed analysis of these criteria, including compliance with international treaties, to ensure that foreign judgment is recognised and enforced correctly.
International treaties, such as the Hague Conventions, play a significant role in family law cases involving cross-border issues. These treaties establish common legal standards and procedures for issues like child abduction, custody, and support. Our legal opinions analyse the relevant treaties and their application to your case, providing a clear understanding of how these international agreements impact your legal situation.
Arbitration is a private dispute resolution process where parties agree to submit their dispute to one or more arbitrators whose decision is binding. Unlike litigation, which takes place in public courts and follows strict legal procedures, arbitration is more flexible and confidential, allowing parties to customise various aspects of the process. Parties typically follow the procedure outlined in their arbitration agreement, which may involve notifying the other party and the chosen arbitration institution to initiate arbitration in Germany. If no institution is specified, parties may need to agree on an ad hoc process or refer to relevant arbitration rules.
Arbitration is often more suitable for parties seeking a quicker and confidential resolution. It’s particularly beneficial for commercial disputes, international cases, and situations where parties prefer a private forum or need specialised expertise in the subject matter. Arbitration offers efficiency, flexibility, and privacy, making it a preferred dispute resolution method. Arbitration allows parties to customise procedural rules, evidence presentation, and scheduling to suit their specific needs, fostering a collaborative environment and tailored solutions.
Arbitration decisions, known as awards, are generally final and binding, with very limited grounds for appeal. These grounds typically involve procedural issues, such as lack of due process or arbitrator misconduct, rather than disagreements with the merits of the decision.
Arbitrators are selected by the parties based on the criteria outlined in the arbitration agreement. They are typically chosen for their expertise and experience in relevant fields. Arbitrators with specialised knowledge and experience in relevant fields should ensure that the decision-making is informed and efficient. They generally bring a deep understanding of the subject matter to the proceedings. In institutional arbitration, the institution may assist in appointing arbitrators if the parties cannot agree.
Child abduction in Germany is defined as taking a child from their habitual residence without the consent of the parent or guardian who has custody rights. This can include both domestic and international scenarios. If you are facing one of these scenarios, immediately contact the local authorities and seek legal advice from an experienced German family lawyer.
If the other parent has abducted your child, you can file a petition for the return of the child under the Hague Convention if applicable or seek legal action through German family courts for a domestic case. It’s essential to act quickly and consult a German family lawyer.
Arbitration proceedings are conducted privately, ensuring confidentiality and discretion, which is beneficial for businesses protecting sensitive information, proprietary data, or trade secrets. Details of the dispute, evidence, and award are not disclosed to the public. Confidentiality rules can be stipulated in the arbitration agreement or be part of the institutional rules governing the arbitration.
The Hague Convention on the Civil Aspects of International Child Abduction facilitates the prompt return of abducted children to their country of habitual residence and ensures that custody rights are respected across member countries.
Arbitration proceedings are conducted privately, ensuring confidentiality and discretion, which is beneficial for businesses protecting sensitive information, proprietary data, or trade secrets. Details of the dispute, evidence, and award are not disclosed to the public. Confidentiality rules can be stipulated in the arbitration agreement or be part of the institutional rules governing the arbitration.
Cases involving non-Hague Convention countries are more complex and require specialised legal assistance. It’s crucial to seek expert legal advice from our German family law team regarding navigating the different legal systems and cultural practices involved in the case.
Yes, many child abduction cases can be resolved through out-of-court settlements and negotiation, which often results in a more amicable and quicker resolution. However, legal proceedings may be necessary if an agreement cannot be reached.
Arbitration awards are globally recognised and enforceable, ensuring consistent outcomes across jurisdictions. International arbitration, governed by treaties like the UNCITRAL Model Law and the New York Convention, involves parties from different countries. crucial considerations include choosing the arbitration forum, applicable laws, and enforcing awards internationally, facilitating efficient cross-border dispute resolution.
Documentation is vital to success in such cases. Gather all relevant documents, including custody orders, birth certificates, passports, and any communication related to the abduction. These will be crucial in building your case and facilitating the return of your child.
In abduction cases, the German court prioritises the best interests of the child, considering factors such as the child’s welfare, stability, and existing relationships. The court also respects previously established custody agreements. Our family lawyers are available to advise you on how these factors apply to your case.
Online harassment in Germany includes a range of behaviours such as cyberstalking, defamation, unauthorised distribution of intimate material, threats, and hate speech. These actions are addressed under various sections of the German Criminal Code (StGB) and other relevant laws.
In Germany, the enforcement of arbitration awards is facilitated through a structured legal framework that ensures both domestic and international awards are effectively upheld. Domestic arbitration awards are enforced in a manner akin to court judgments, wherein the arbitral tribunal’s decision carries the weight of a judicial ruling. This process involves submitting the award to the competent German court, which then issues an enforceable judgment based on the award’s provisions.
If a child expresses a strong objection to returning, the court will consider their age and maturity in making a decision. The child’s views will be taken into account, but the primary consideration remains their best interests.
Yes, every payment over 50,000 euros must be reported separately. If several smaller payments are made that together exceed this limit, they may also be subject to reporting.
The abbreviation GmbH stands for “Gesellschaft mit beschränkter Haftung” (limited liability company).
The duration can vary greatly, depending on the child’s country of origin and the individual circumstances. On average, it takes between one and three years.
If you fall ill before the start of the examination or are otherwise unable to take the examination through no fault of your own, you are obliged to inform the examination office immediately. In cases of illness, it is usual for your medical certificate to state that you are unable to take the examination. In some cases, the examination regulations stipulate that this must be certified by a medical officer.
If you become unfit to take an examination (e.g. you become so unwell that it is impossible to continue with the examination), inform the invigilator and discuss the next steps on the spot. If you leave the examination without agreeing to retake the exam, it will be difficult to challenge your decision.
The fact that the adopting person already has biological children does not prevent the adoption of an adult, but it can make the process considerably more difficult. An adoption impacts their legal status, in particular it can have consequences regarding their inheritance. For this reason, biological children must always be involved in the proceedings.
It is not uncommon for biological children to complain about the adoption. This is usually the case if they believe that the adoption will reduce their inheritance. It is, therefore, advisable to keep everyone affected by the decision informed of what is happening and its reasons. This will reduce the likelihood of the adoption process being complicated by legal action from your child. If the adult to be adopted has a spouse, their consent must also be obtained.
If you are considering adopting an adult while you already have children, we recommend that you sit down with them and explain the process to them. It may be advisable to consult a legal adviser when explaining the effects of the adoption on the inheritance of the biological children. Practice shows that it is more promising and less stressful for all parties involved to clarify the issue openly and together than in a courtroom.
Asset protection provides advice on legal precautionary measures to protect assets from liability and third-party access (legal asset protection).
Establishing a branch office or dependent permanent establishment in Germany offers foreign companies numerous advantages. Germany is not only recognised worldwide as an innovative force in the automotive, mechanical engineering, chemical and IT sectors, but also as one of the world’s leading export nations. The strong infrastructure, reliable energy and water supply and secure access to resources are particularly attractive to companies. In addition, foreign companies often benefit from government subsidy programmes that support the expansion process. With the highest gross domestic product in the European Union and a large consumer market that also includes e-commerce, Germany is therefore an extremely attractive location for international companies.
M&A stands for mergers and acquisitions. A M&A transaction therefore refers to the process in which companies merge or one company acquires another.
In Germany, someone suspected of a criminal offence can be arrested after the public prosecutor’s office has applied to the competent investigating judge for an arrest warrant to be remanded in custody.
The purpose of pre-trial detention is to secure the criminal proceedings. It is intended to prevent the accused from negatively influencing the investigation or evading the subsequent proceedings.
M&A stands for mergers and acquisitions. Accordingly, an M&A transaction refers to the process in which companies merge, or one company acquires another. Overall, the term M&A is used for different types of company mergers and acquisitions. Even if the buyer of a company is not another company but an individual or a group of investors, the sale of the company is referred to as an M&A transaction.
If one spouse wishes to revoke the will, the revocation must be declared to the other spouse following Sections 2271 and 2296 BGB. The declaration must be notarized.
In the case of a private will, only the joint destruction or drawing up of a new will is necessary for joint revocation. If the will is in official custody, it must be jointly revoked (Sections 2272, 2256 I BGB).
Furthermore, a Berlin will becomes invalid through the dissolution of the marriage.
M&A stands for mergers and acquisitions. An M&A transaction, therefore, refers to the process in which companies merge or one company acquires another. Overall, the term M&A is used for different types of company mergers and acquisitions. Even if the buyer of a company is not another company but an individual or a group of investors, the sale of the company is referred to as an M&A transaction.
With shared custody, all parental rights and duties apply to both parents. They share the respective rights, meaning they have to make decisions together and consult with each other. Details of shared custody can be set out in a parental agreement or by court order.
Exemptions apply, among other things, to payments of less than EUR 50,000, payments for the import/export of goods or short-term loans with a term of less than 12 months.
The GmbH is a legal form for companies in many countries, including Germany. It is a legal entity financed by its shareholders’ equity. It is immensely popular as a company form because of its limited liability. In contrast to a Civil Law Partnership (GbR) or General Partnership (OHG), a GmbH is a capital company, not a partnership. Choosing the proper legal form requires experienced legal advice in German corporate law to avoid unnecessary mistakes with severe consequences.
The requirements vary depending on the country of origin but often include a minimum age, proof of income, health checks, and background checks. In addition to a minimum age, a maximum age difference to the child is often specified, which is around 40 or 45 years. Depending on the legal situation, it is easier for married couples to obtain an adoption licence than for single people or people in a relationship without marriage.
The chances of a successful appeal are different in each case. It depends on whether you have complied with your obligation to give notice of the errors in the examination procedure and to what extent the criticised aspects can be retraced. It also depends on what objective you are pursuing with the challenge and what your starting position is. In any case, it is advisable to review the examination and assessment documents and not to reject the possibility of an examination challenge prematurely.
Adoption not only brings advantages but also obligations for the adopted adult. It is not a one-way street that only benefits the adoptee. The basic idea of a morally justified adoption is also based on the fact that the adoptee must support their new parent. This means that the latter is obliged to provide financial and health support if this is needed. The adoptee now has a family responsibility to look after and support their new parent.
The adoption of an adult can be cancelled following Section 1771 BGB if there are compelling reasons for doing so. Refusal to provide the necessary support can be regarded as such a reason.
Various strategies can be used to protect your assets effectively. The various options should be combined so that you are in the best possible position. The following strategies can be considered:
- Tax optimisation
- Contractual arrangements, e.g. exclusion of liability, marriage contract, etc.
- Making gifts | Transferring assets
- Establishing a foundation
- Utilisation of seizure-proof investments | Retirement provision, residential rights, etc.
The choice of legal form has a significant impact on various areas, including the extent of liability, tax obligations, financing options and administrative requirements. It is therefore advisable to seek comprehensive advice from experienced experts when choosing a suitable legal form.
In a share deal, shares in a company are sold, whereas in an asset deal, individual assets or goods are transferred. The main difference therefore lies in the object of the sale. The choice of the form of sale has a significant impact on the entire transaction process, including the type of purchase agreement and the tax valuation.
Pre-trial detention in Germany is generally carried out in a special correctional facility or at least in a special ward in a correctional facility. The daily routine can only be described as an example and varies from prison to prison. Generally, the day begins between 6 and 7 am with breakfast. Afterwards, there is the opportunity to do some work within the prison. Before lunch, inmates who are not working usually have an hour in the yard. Inmates who are working have an hour in the yard after work (usually around 3–4 pm). After an early dinner, there is usually free time with the cell doors open before the night lock-up between 6 and 7 pm.
A share deal involves the sale of company shares, while an asset deal involves the sale of individual assets or goods. The object of the sale is, therefore, the decisive difference. The choice of the form of sale has a significant impact on the entire transaction process, for example, on the form of the purchase agreement to be complied with and the tax assessment.
Alternatively, a contract of inheritance can be drawn up. In this contract, subsequent or final heirs can be effectively obliged to waive their compulsory portion.
A share deal involves the sale of company shares, while an asset deal involves the sale of individual assets or goods. The decisive difference is, therefore, the object of the sale to be designated. The choice of the form of sale has a significant impact on the entire transaction process, for example, on the form of the purchase agreement to be observed and the tax assessment.
The interests and welfare of the child are decisive. The court pays attention to the child’s relationship with each parent, assessing parenting skills, stability, living environment and similar factors. Sole custody is assigned in accordance with the best interests of the child, but shared custody is generally assumed. Sole custody is assigned as an exception in special cases. Psychological reports are regularly used to justify the need for sole custody. In such a situation, an experienced family lawyer should be consulted to discuss the exact procedure (and, if necessary, the available defence options).
The decisive factor, as in every custody case, is the child’s best interests. As a rule, the consent of both parents is required, and the court will prioritise the child’s best interests in its considerations. The parent proposing the move must provide legitimate reasons, such as job opportunities or family support, which the court will assess. In addition, the court will consider how the move might affect the child’s relationships and overall quality of life, considering factors such as communication and visitation arrangements with the non-relocating parent.
Legal representation is often advisable for parents to help navigate the complexities, while mediation or negotiation can help find mutually acceptable solutions. In the event of an international relocation without consent, legal action can be taken to ensure the child’s return to Germany complies with applicable international agreements.
Yes, if they exceed the reporting threshold of 50,000 euros and do not fall under an exception. Whether an exception applies always depends on the individual case.
The centrepiece of the formation of a GmbH is the articles of association. This must be notarized by a notary and contain the following minimum details:
- Company name (name of the company with GmbH suffix),
- registered office,
- object of the company,
- amount of share capital,
- capital contribution of each shareholder.
A managing director must then be appointed. Finally, the GmbH must be entered in the commercial register to finalise the formation.
Any natural person, partnership, or other legal entity can be a founding member. It is also possible to establish a “one-man GmbH” so that a single founding member is sufficient, see Section 1 of the German Act on Limited Liability Companies (GmbHG). The nationality of the founding member is also irrelevant for the formation of the GmbH. Foreigners can form a GmbH in Germany under the same conditions as nationals.
We strongly advise against unauthorised international adoption. According to Section 2b of the German Act on Adoption Placement and Support and on the Prohibition of Surrogacy Placement (AdVermiG), an international adoption procedure is not permitted without the involvement of a recognised international adoption agency. Under the new law, international adoptions carried out without an intermediary are generally not recognised in Germany, Section 4 para. 1 sentence 1 of the Act on the Effects of Adoption as a Child under Foreign Law (AdWirkG).
As the appeal results in a new assessment or examination procedure, it is theoretically possible that a lower grade will be awarded than the original result. However, based on our professional experience and discussions with colleagues, we can report that we are not yet aware of any cases of a “Verbösung” (deterioration of the grade).
It is not necessary for an adoption that the adopted person was born in Germany or is a German citizen. Accordingly, German law also offers the possibility of adopting adults who are not German. However, it should be borne in mind that an adoption is of no advantage to the person concerned when it comes to acquiring German citizenship. Other procedures should, therefore, be considered for this purpose.
A morally justified adoption of an adult without German citizenship is to be measured against the same criteria as that of a German. A close parent-child relationship is also decisive here. Therefore, an adoption that serves the sole purpose of enabling the person concerned to remain in Germany will not be granted.
The decisive – but not the only – difference in taxation already exists in assessing a partnership or a corporation. In the former, the shareholders are taxed through income tax, in the latter, the company itself is taxed through corporation tax.
The dependent branch office and the independent branch office may be considered. Although the independent branch is to a certain extent dependent on the company of the main branch, the branch participates independently in business transactions. The permanent establishment, on the other hand, only carries out ancillary business that serves to prepare, broker or execute the main business of the foreign company, which means that it does not participate independently in business transactions. The law of the country of the main establishment applies to both forms.
Due diligence overs the strengths and weaknesses as well as opportunities and risks of a company. All economic, legal, tax and financial circumstances are analysed and broken down as part of this audit process.
The maximum duration of pre-trial detention is generally six months, Section 121 (1) of the German Code of Criminal Procedure (StPO). However, if there are special reasons, this can be extended up to a total of 12 months. Pre-trial detention must be terminated immediately if the reason for detention or the urgent suspicion of an offence ceases to exist or if your legal counsel has effectively asserted a legal remedy.
The best advice regarding potentially reducing the period of detention is by seeking expert legal advice.
Due diligence includes assessing a company’s strengths and weaknesses, as well as its opportunities and risks. As part of this audit process, all economic, legal, tax, and financial circumstances are analysed and broken down.
The surviving spouse cannot revoke the Berlin will after the first succession. According to Section 2271 II BGB, they can only revoke their disposition by disclaiming what they have received, Section 2271 I BGB.
Due diligence comprises a company’s strengths and weaknesses, opportunities, and risks. As part of this audit process, all economic, legal, tax, and financial circumstances are analysed and broken down.
That depends on the type of transaction. Commercial payments or large individual payments may have to be reported. Here, too, it depends on the exact circumstances of the individual transaction.
A starting capital of €12,500 is necessary and sufficient. However, this is only the amount considered enough to enter the German commercial register, see Section 7 Para. 2 GmbHG. The share capital of the GmbH must be at least €25,000, as this is the minimum liability amount of the company. However, this money can be spent for the company’s benefit after entry into the commercial register and does not have to remain in an account.
In addition to the share capital, the formation costs must be paid. These include all the expenses required to set up the company, particularly the notary’s fees, the court’s fees, and the charges of publicising the company.
Our German family and inheritance law practice groups are ready to draw up a joint will for you. In consultation with you, we draw up a legally secure will customised to your life and family situation. We also check the formal and substantive validity of private wills that you have already created. In connection with this, we draw your attention to favourable tax law aspects and new legal developments that are relevant to you.
Adoptions carried out following the Hague Convention are recognised in all contracting states. However, problems can arise if the country of origin is not a contracting state or the procedure is not carried out correctly. One possible consequence of an unrecognised adoption is the legal status of the child, as it is not considered a child in the sense of German family law and does not belong to the family. This gives rise to further legal problems, including maintenance claims and inheritance law, as well as the child’s nationality and residence status.
Examination appeals usually involve considerable time and work, so we only become involved in this area after concluding a fee agreement with the client. We are often asked about the approximate costs of an examination appeal. These can vary greatly depending on the amount of work involved, which is why we cannot provide fixed prices. The costs to be expected also depend on whether the appeal proceedings were successful or whether there are additional costs from any administrative proceedings. We will be happy to provide you with non-binding information on the costs to be expected in your proceedings on request.
Until May 1, 2025, the adopted adult had to take the name of the adopter, so that the adoption was publicly documented.
This changed when the “Gesetz zur Änderung des Ehenamens- und Geburtsnamensrechts und des Internationalen Namensrechts” (the amending law on the German and International law relating to the use of the name) entered into force on May 1, 2025. Following an adult adoption, there is now no longer any obligation for the adopted adult to change their family name.
Adopted adults now have the following options:
- They can object to the name change and keep their original family name, § 1767 Para. 3 No. 1 BGB.
- They can form a double name consisting of their old family name and the family name of the adopting person(s), § 1767 Para. 3 No. 2 BGB. The double name may be written with or without a hyphen and may consist of a maximum of two name components.
- If the adopted adult is married and their birth name changes through adoption, this affects the marital name only if the spouse accepts the name change, § 1767 Para. 4 BGB.
All declarations regarding name changes must be certified and submitted to the competent family court before the final adoption.
Through the holding company, profits, or losses of one subsidiary can be included in the assets of another subsidiary so that the assets can be offset within the holding company as tax-efficiently as possible. In addition, a holding company can be exempt from corporate income tax or taxed at lower rates under certain conditions.
A dependent branch office is best suited for a temporary project in Germany. Setting one up usually involves little bureaucracy. In addition, no capital investment is required and the law of the country of the main establishment applies.
The company value is, of course, the decisive factor in every M&A transaction. However, contrary to what one might think at first glance, this is not only determined by the profit. Decisive factors in addition to profit are
- profitability and earning capacity,
- turnover,
- amount of equity,
- fixed assets, inventories, and receivables,
- employment relationships,
- industry, location, and company size.
- By successfully asserting legal remedies against pre-trial detention, such as the detention review and the detention complaint,
- if the reason for detention or the urgent suspicion of an offence no longer applies or
- by the passage of time.
The company value is, of course, the decisive factor in every M&A transaction. However, contrary to what one might think at first glance, this is not only determined by the profit. Decisive factors besides profit are:
- Profitability and earning capacity,
- turnover,
- amount of equity,
- fixed assets, inventories, and receivables,
- employment relationships,
- industry, location, and company size.
The company value is the decisive factor in every M&A transaction. However, this is not only determined by the profit. Decisive factors, in addition to profit, are
- Profitability and earning capacity,
- turnover,
- amount of equity,
- fixed assets, inventories, and receivables,
- employment relationships,
- industry, location, and company size.
The rights all exist between parents and their children but are to be treated differently in legal terms and can also be enforced independently of each other. Custody rights describe parental responsibility. It includes aspects such as upbringing, healthcare, and education. The right of residence refers to the right to determine the child’s whereabouts and place of living. The right of access is a right of contact, especially for the parent with whom the child does not live.
Yes, if these payments are made internationally and exceed the reporting limit of 50,000 euros.
“The family court may, on application by the adoptive parent and of the person adopted, cancel an adoption relationship with a person of full age that has been pronounced, if there is a compelling reason. In all other cases, the adoption relationship may be cancelled only by applying the provisions of section 1760 (1) to (5) accordingly. The application of the person to be adopted takes the place of consent by the child.” (Section 1771 BGB)
Compelling reason is deemed to exist if the parent-child relationship has failed. Therefore, the parties involved cannot reasonably be expected to continue the adoption relationship. Compelling reason can also be assumed if the parent-child relationship was established abusively, for example, for purely financial reasons.
When assets are transferred to the family foundation, they no longer form part of your personal assets. As a result, it is not available for personal liability or creditor claims. Furthermore, the family foundation can help minimise inheritance tax, as the foundation’s assets are not considered part of a private estate. This can also reduce compulsory portion claims, as the estate is smaller.
In Germany, there is no generally applicable tax rate, nor are the types of tax incurred the same in every case. It always depends on the specific situation, particularly the form of the company purchase.
A pre-trial detention order is an arrest warrant necessary to take a suspect into custody. The competent investigating judge issues it, and it has the following requirements:
There must be an urgent suspicion of an offence. This is assumed if there is a high probability that the accused is the perpetrator of a criminal offence based on the investigation status.
The grounds for detention are specified in Sections 112(2) and (3) and 112a StPO:
- Flight or risk of flight,
- Risk of concealment: the suspicion that evidence will be destroyed or falsified by the accused themselves or by others or that witnesses and experts will be unfairly influenced,
- Suspicion of a capital offence, such as the formation of terrorist groups, murder, manslaughter, grievous bodily harm, and particularly serious arson,
- risk of repetition.
There is no generally applicable tax amount, and the types of tax incurred are not always the same. It always depends on the specific situation, in particular, the form of the company sale.
As a rule, the parent who has custody of the child also has the right to determine the child’s place of living. However, the right of residence can also be separated from (other) custody rights. If the parents as joint custodians cannot agree on the right of residence, only one parent can be awarded the right of residence independently of the other custody rights. The best interests of the child are also the decisive factor when deciding on sole rights of residence.
Who the child lives with is not decisive for the right of residence. As a rule, the right to determine residence is based on the allocation of custody rights. However, this is also separate from who the child lives with. The child can live with the mother, while the parents share custody and the right to determine residence. Irrespective of the right of residence, the father with whom the child does not live or the parent with whom the child does not live at least has a right to contact with the child.
Violations can be penalised with fines of up to 30,000 euros. In addition, each unreported payment is considered a separate administrative offence.
The commercial register is open to public inspection and provides your business partners with information about your company’s key economic circumstances. Registering your company with your company name protects it against other names. The entry also shows that you or your company are subject to the regulations for merchants (HGB). These regulations simplify legal transactions between merchants and make them less time-consuming than between non-merchants.
The following information is always entered in the commercial register:
- Company name,
- names and dates of birth of the management,
- registered office, branches, and subsidiaries with details of the respective address,
- object of the company,
- authorised representatives (Prokura), their names and dates of birth,
- special powers of representation,
- legal form,
- amount of share capital, limited partnership capital or nominal capital,
- date of first registration,
- opening balance sheets,
- annual financial statements.
It is advisable to consult a lawyer specialising in German corporate law to avoid unnecessary formal errors in this step.
Some companies are particularly suitable for asset protection due to the possibility of limiting liability to the company’s assets. In the context of asset protection, the following “asset protection companies”, in particular, come to the fore:
- Holding company,
- family foundation,
- trusts,
- limited liability company,
- offshore companies.
Efficient risk management in M&A includes
- careful preparation with professional support,
- comprehensive due diligence,
- precise contract drafting,
- risk allocation,
- conclusion of appropriate insurance policies.
If a criminal trial ends in an acquittal or the opening of the main proceedings has already been rejected, it is possible to claim damages. Compensation for loss of earnings and lost profits is also possible, as well as claims for compensation for pain and suffering. We will check your chances of success regarding the assertion of claims – please, do not hesitate to contact us.
Efficient risk management in M&A includes
- careful preparation with professional support,
- comprehensive due diligence
- precise contract drafting,
- risk allocation,
- conclusion of appropriate insurance policies.
Primarily, parents have a right of access, i.e. the right to have contact with their child. This right exists independently of custody or residence rights. Grandparents or other close relatives may also have a right of access to the child. The right of access is intended to ensure that a relationship with the parents remains in favour of the child and that the child’s emotional and social development is encouraged in the best possible way. Individual contact arrangements can be agreed between the parents or by the court. To prevent unnecessary disputes, it is advisable to draw up a contractual contact arrangement with the help of a family lawyer, which stipulates how and when the parent with access rights has contact with the child.
The reporting obligation, as such, is not subject to a statute of limitations. However, the authorities can demand a fine for failure to do so. According to. § 31 of the Administrative Offences Act, the limitation period is 3 years.
There is no general answer to this question, as it depends entirely on your individual goals, needs and the nature of your business. Relevant differences between the company forms that you should include in your considerations are in particular
- liability,
- equity capital and formation costs,
- image and external perception,
- company size,
- taxes.
It is advisable to seek legal and tax advice, especially when choosing the proper company form, to ensure that you make the best possible decision for your company.
International corporate structures are particularly relevant for cross-border asset protection. This requires careful expertise, as these are highly complex legal structures in which different legal systems and agreements interact and apply. Strategic asset transfers across national borders are also possible. However, they should always be protected by legal advice to ensure that no laws are violated, and you cannot be held liable – or even have criminal proceedings initiated against you (e.g. for tax evasion, fraud, or breach of trust).
An experienced lawyer will immediately check the basis of the arrest warrant. This includes
- The investigation of evidence that refutes the assumption of a reason for detention. For example, courts often hastily assume a risk of absconding.
- As well as a comprehensive examination of whether the pre-trial detention order is proportionate.
- The lodging of appeals, such as a detention review or a detention appeal, must also be considered.
At the same time, our German lawyers immediately prepare the criminal defence. After inspecting the files, we will develop a defence strategy tailored to your case.
Our practice group of experienced German criminal defence lawyers at Schlun & Elseven has extensive experience in the successful release from custody and criminal defence of our clients. Contact us now if you or someone you know is in pre-trial detention or at risk of imminent arrest.
No. The parent without custody is entitled to contact rights. Access rights are independent of custody rights. Contact rights and their limits are determined by the court and are only restricted or prohibited if contact with one parent jeopardises the child’s welfare. However, this is an absolute exception. If such a case arises, it is highly advisable to consult an experienced family lawyer regarding the available options for action.
Legal advice is advisable, particularly in the case of impending fines, but also in the case of complex transactions and uncertainties regarding the reporting obligation.
The most obvious difference lies in the name of the company. In the case of a GmbH, the suffix “GmbH” appears after the chosen company name. In contrast, the suffix “UG (haftungsbeschränkt, limited liability)” or “Unternehmergesellschaft (haftungsbeschränkt)”/”Entrepreneurial (company limited liability)” appears after the company name of a UG.
A significant difference lies in the amount of the minimum share capital. While this is €25,000 for a GmbH, a UG can be founded with as little as €1. The UG form was introduced to make it easier for founders with limited financial resources to start. It is, therefore, well suited for start-ups. However, due to the lower share capital, the UG may be perceived as less serious than a GmbH. The creditworthiness can also be rated lower. Over time, however, a UG must increase its share capital if the financial circumstances permit this, as noted in the German commercial register, so that the respectability and creditworthiness could be equalised over time.
Another key difference is the appropriation of profits. This is very flexible in the case of a GmbH. In the case of a UG, there are fixed guidelines on how the profit is to be utilised.
Yes, in principle, asset transfers are legal and also desirable. Asset transfers can be gifts, the transfer of assets in the event of inheritance also falls under the term or the transfer of assets to a company or foundation. However, the principle of asset protection must be observed here: Asset transfers must be made before a liability event occurs. Otherwise, the creditor can contest the asset transfer. In such a case, criminal proceedings for fraud or similar could be initiated – especially if you can prove intent.
A breach of an ordered contact arrangement in Germany has significant legal consequences. The orders of the German family courts are legally binding, and both parents are expected to accept the conditions laid down. Intentional violations can lead to criminal charges, possibly even charges of child abduction.
The managing director of a GmbH has a special position and responsibility. For this reason, he is liable following Section 43 GmbHG if he violates his obligations – with his personal assets. As liability towards a GmbH is likely to involve large sums in the event of liability, the managing director can protect himself with so-called D&O insurance (Directors and officers liability insurance).
Yes, inheritance tax can be legally avoided. German law provides some possibilities, particularly the allowances for close relatives. In addition, certain assets are already tax-exempt by law. Therefore, Inheritance tax can be avoided or minimised through skilful asset and estate planning.
In case of acute danger, you should immediately contact the police and apply for temporary protective orders. As a general rule, you should also inform the youth welfare office and, in a further step, seek legal assistance. They will inform you and review further options for you.
The taxation of a GmbH in Germany is subject to various types of tax. Firstly, corporation tax is payable. This is based on the GmbH’s profit and amounts to 15% plus the solidarity surcharge, resulting in a total tax rate of 15.825%. VAT and capital gains tax are also due. The GmbH is also liable for trade tax. As this is a municipal tax, the amount depends on the city or municipality in which the GmbH has its registered office.
The company name of a GmbH, as with all companies entered in the commercial register, serves the purpose of appearing under a specific name in legal transactions. It is crucial that the chosen company name is individual, does not mislead and contains a clear addition to the legal form (such as “GmbH”).
Usually, a company name comprises a particular fantasy term and/or a memorable combination of letters. The careful selection of a unique and appropriate company name is of significant importance, as this characterises the company’s identity and must comply with legal requirements. A review of the planned company name by a trademark lawyer can ensure that all requirements are met, and potential legal problems are avoided.
Practice Group: German Corporate Law
Practice Group:
German Corporate Law
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