Commercial and Corporate Law

The choice of the “appropriate” legal form is of paramount importance for the success of an entrepreneur’s economic activity. Founders must decide on a legal form before they appear in business transactions. After the company formation, entrepreneurial directional decisions repeatedly provide occasions to question the existing legal form. The same applies to changes in the shareholder structure, in

Corporate restructurings,
Business successions or
Company sales.

Choice of Legal Form

When choosing the legal form, a multitude of individual needs and requirements of the specific case must be considered and weighed against each other. Corporate law and tax law aspects provide the most important decision criteria, especially for choosing the right distribution organization. However, family law, inheritance law and labor law are also important when choosing the legal form or restructuring. All legal areas are covered by us, in cooperation with a tax consultancy firm. Our clients thus receive advice “from a single source”. We advise and accompany our clients in the establishment of partnerships or corporations up to their liquidation as well as in transformations. Our consulting services are also particularly aimed at non-profit organizations.

Risks and costs can often be minimized through a tailor-made organization of a company. Here we stand by with advice and action.

On the one hand, we clarify – gladly in cooperation with your tax advisor or our cooperation partners in this regard – what is advisable from a tax law perspective; in addition, one must always consider whether a limitation of liability is necessary. When selecting the possible design options, we pay attention to, among other things, the intended, foreseeable scope, if applicable succession issues, later divestment options, but also e.g. the expectations in the market. For example, for a business that operates primarily via the Internet, it may be less important which legal form is on the letterhead. Here, a “small” GmbH, the so-called Unternehmergesellschaft (haftungsbeschränkt) [entrepreneurial company (limited liability)] can be exactly right. On the other hand, the potential customer in the commercial sector, who may want to handle larger business volumes, will place considerably more value on a minimum of share capital. Such a customer will expect at least a GmbH as a legal form, so that at least a share capital of EUR 25,000.00 is available as liability mass.

In yet other constellations, mixed forms may be recommended, such as the GmbH Co. KG or the UG (haftungsbeschränkt) Co. KG.

Our consulting approach always also aims to anticipate and highlight possible conflict situations from the outset. This puts the client in a position to anticipate conflicts and problems in a relaxed atmosphere in advance and to clarify them with potential cooperation partners or future co-shareholders in advance. Experience teaches that this helps to prevent such conflicts from occurring at all – or at least to resolve them more easily.

Of course, we also support you in concrete negotiations with future co-shareholders, in questions of selling company shares and in corporate law disputes.

A focus of our support is also advice regarding legal issues of distribution or distribution organizations.

Disputes among Shareholders

Disputes among shareholders significantly impair the operational business of a company. We represent you in shareholder disputes over the validity of shareholder resolutions, membership rights or management measures.

We also advise you on legal issues of distribution or distribution organization. In this area, it is of essential importance which contractual forms the entrepreneur chooses with commercial agents, authorized dealers, brokers, etc.