From formation to liquidation for partnerships and corporations, capitalisation, transformation and group restructurings.
We take care of all your corporate matters:
Choice of appropriate legal form for individuals managing their assets, professionals, businesses or charitable organisations, founders and entrepreneurs.
When you start a new enterprise one of the things to consider is the best legal form appropriate for doing business. German law offers a wealth of organ: from simple partnerships, to partnership for professionals („Partnerschaftsgesellschaft“), to the entities designed for doing business, i.e. entrepreneurship („Unternehmergesellschaft“), commercial partnership („offene Handelsgesellschaft“, oHG), limited partnership („Kommanditgesellschaft“, KG), also in the form with a company as general partner („KG & Co. KG“), limited liability company („Gesellschaft mit beschränkter Haftung“, GmbH) oder stock corporation („Aktiengesellschaft“, AG).
Change of Legal Form
Taking part in business means engaging in creation and constant change. Over time considerations from a tax, business, or family perspective may suggest that the once chosen form may no longer be optimal. German law provides a number of instruments to change this: Merger, split-off, split-up, transformation, to name a few. Due to our international experience we tend to such matters also in cross-border situations (cross-border merger), not only inbound (merger of a foreign company with a German domestic company) but also outbound (merger of a German domestic company with a foreign company).
Drafting of the Articles of Association taking into account the requirements of the specific case. The issues to be considered when drafting the articles for a family business are different from a start-up, where young entrepreneurs intend to develop their ideas until they are marketable and wish to go to market aided by the support of a financial investor.
Financing of the Company
In close coordination with your tax advisors and your legal advisors regarding the appropriate financing, through equity (capital increases or contributions to the free capital reserves), debt capital (external or through shareholder loans), or e.g. silent partnerships, we will draft the appropriate documents, if requested, and will implement the structure. This may even include the steps necessary for an IPO.
During the life cycle of a company a number of corporate routine matters need to be taken care of. Directors and/or officers need to be appointed and recalled, powers of procura are granted or withdrawn, business addresses are moved, general shareholders’ meeting are held, members of the supervisory board are elected and recalled. All such matters need to be documented carefully and must be submitted for registration with the commercial register.
Change in the person of the shareholder must be documented in a list of shareholders, which must be submitted to the commercial register, where it will be made part of the commercial register record and thus will be available to the general public. A careful preparation of the shareholders’ list and its continued maintenance is important, since only those shareholders listed in the most recent shareholders’ list reflected in the commercial register, are deemed to be shareholders of the company by operation of law.
Communication with the Commercial Register
Due to our longtime experience we are familiar with the lines along which the different register courts in Germany make their rulings and will support you in effecting the registration of your applications quickly and easily.