With regard to all of your questions and projects relating to association law I support you with solution-oriented and competent legal advice, in particular with regards to the foundation of the association, the preparation or change of the statutes of the association and of the association’s codes, the members’ general meetings, dissolution of the association or with regard to questions relating to the non-profit status of the association.
With regard to all of your questions and projects relating to corporate law I support you with solution-oriented and competent legal advice, organization and process planning.
Of course, this does apply not only for preventive legal advice and implementation of new projects, but also for the adaptation of existing framework to changes of legal provisions or jurisdiction. Likewise, this applies for the extrajudicial and judicial representation of your interests in order to solve internal corporate issues such as cases of an exclusion of shareholders, legal proceedings and interim injunctions.
Both with regard to the law of partnerships (e.g. OHG, KG, GmbH & Co. KG, GbR, indirect business interests such as silent partnerships or sub-participations) and with regard to the law of corporate entities (e.g. GmbH, AG) I offer appropriate and professionally grounded legal advice, in particular with regard to:
Foundation of companies and selection of legal form
As early as at the foundation of companies a wide legal scope for decisions exits which should be used in an anticipatory way under consideration of possible future developments.
As far as the selection of the legal form is concerned, aspects of tax law, differences with regard to the minimum equity capital, the minimum contribution and the liability, the management and the power of representation, the obligations relating to accounting, audit and disclosure, the continuance in case of a change of shareholders, the possibilities with regard to the organization of the articles of association as well as the attractiveness for external investors.
Need for legal advisory services often also exists with regard to questions relating to the company‘s name or with regard to the application for necessary permissions under public law.
Articles of association, internal rules for procedure
The anticipatory use of legal scopes for decisions can be made possible by preparing individually adapted articles of association. Depending on the particular case, the organisation of the internal constitution of the company can be supplemented by internal rules of procedure of e.g. the management board, the supervisory board or the advisory board.
If necessary, preparation of shareholders‘ agreements with contractual obligations besides the articles of association, pooling and voting rights restriction agreements etc.
Shareholders’ meetings/ adoption of resolutions
Preparation of and legal support for shareholders‘ meetings including process and schedule planning; legal advice with regard to motions for the agenda, preparation of resolutions such as resolutions of the shareholders’ meeting, the management board and the supervisory board etc.
Managing director, management board, supervisory board, advisory board
Legal advice with regard to the tasks and competencies of managing directors, members of the management board and the supervisory board or an advisory board, avoidance of liability etc. as well as preparation of individually adapted service agreements, advisory agreements etc.
Change of shareholders and accession of new shareholders
The appropriate preparation of and the legal support for the transfer of shareholdings as well as the preparation and negotiation of the accession agreement in case of the accession of new shareholders including the preparation of necessary resolutions/ declarations of approval etc. are part of the focus of my consulting services.
Need for legal advisory services exists with regard to corporations in particular with regard to the legal implementation of capital increases (e.g. cash capital increase, capital increase through contribution in kind, capital increase from authorized capital, capital increase from company’s funds) as well as capital decreases. This comprises the preparation of respective resolutions as well as adaptations of the articles of association until the registration in the commercial register.
Transformation law/ corporate restructuring
Corporate restructuring requires systematical preparation. This applies with regard to restructurings according to the German Transformation Act (Umwandlungsgesetz), in particular for the merger of two companies, the change of the legal form of a company (e.g. in preparation of an anticipated inheritance or the sale of a company) as well as for the demerger. The legal advice and support relating to such restructurings comprise in particular
- the preparation of the necessary agreements between the involved companies
- the preparation of and the legal support for the adoption of the necessary resolutions with regard to the involved companies
- legal advice with regard to the fulfillment of reporting obligations
- legal advice with regard to a possibly necessary audit of the transaction.
However, other corporate restructurings (e.g. sale and transfer of assets as an „asset deal“, contribution of assets as contribution in kind, accrual in case of an exit of a partner of a partnership, split of a partnership) require competent legal implementation as well.
Law on corporate groups/ enterprise agreements
Within a corporate group, enterprise agreements are often entered into, above all domination and profit transfer agreements. Competent legal advice is regularly necessary for the drafting of the enterprise agreement as well as in connection with a necessary legal review of such agreement, the preparation of necessary approving resolutions of the involved companies as well as the implementation until the registration in the commercial register. However, need for legal consulting services also exists in case of the planned entering into other enterprise agreements such as the entering into business leasing agreements or agreements for the use and operations of businesses.
Joint Venture Agreements/ Cooperation Agreements
In case that a joint venture agreement for establishing a joint venture or a cooperation agreement between independent companies shall be entered into for the purpose of realizing a joint project, the preparation and negotiation of individually adapted contractual provisions under consideration of existing risks is of specific significance.
Company crisis and restructuring
In case of a company crisis, need for legal advisory services often exists not only with regard to immediate measures such as possibilities to increase the equity (e.g. by means of a so-called capital cut), letters of comfort or subordination agreements.
Relevant are in particular also the liability risks during a company crisis, e.g. in case of a limited liability company for the managing director and the shareholders of the limited liability company. Insofar, the evaluation of a shareholder loan is often of particular interest.
Corporate succession/ asset succession
Planned structuring of an asset succession requires the optimization of various legal options for structuring, in particular those of corporate law, law of inheritance and tax law. Therefore, need for legal advisory services often exist not only with regard to the preparation of individually adapted articles of association of a company, but – among others - also with regard to estate law related planning and usufruct rights.
Likewise applies to the planning of a family-internal enterprise succession (possibly under consideration of an investor supposed to accede in the future).