Legal Services Corporate Law
Our lawyers specializing in commercial and corporate law will advise you on the formation of a GmbH, UG, GbR, KG, OHG, AG, restructuring of companies and ongoing support of companies.
Free Case EvaluationYour advantages with us
More than 20 years of professional experience in commercial and corporate law
Specialized lawyers for commercial and corporate law
Transparent flat fees for company formations
Time-based fees for consulting in corporate law with assessment in advance and transparent documentation
Ask us! We will gladly advise you.
Call us at Tel. +49 69-71 67 2 67 0
Here you can easily and securely entrust us with a company formation for GmbH or UG online.
Lawyer, specialist lawyer for commercial and corporate law
Attorney at Law
We provide comprehensive advice on company formation and other corporate law issues
Phone +49 69 71672670
Our specialist lawyers for commercial and corporate law will be happy to advise you on the formation of companies such as UG, GmbH or GbR etc.. We offer packages at flat fees for company formations.
Here you can instruct us with the formation of a company.
We can also advise you on restructuring or extrajudicial and judicial disputes with shareholders.
Do you have any questions about company formation? We will be happy to advise you without obligation.
Advice on corporate law
Company formation in Germany, advice on all company law related matters including litigation
Our specialist lawyers for commercial and corporate law advise you on the formation of GmbH, UG, GbR, KG, OHG, AG, restructuring of companies and ongoing support of companies.
The specialist lawyers for commercial and corporate law in our law firm are your experienced partner for the establishment and support of companies Whether corporations or partnerships, we advise and support you in close cooperation with tax consultants in a competent and reliable manner when it comes to German and international corporate law.
For company formations, e.g. UG and GmbH, we also offer package deals that can be easily and securely ordered online. Here you can order a company formation in Germany online.
Disputes between shareholders
Rights to information - Dispute resolution - Confiscations
No company is certain that disputes will arise between the company and one or more companies. The same applies - especially for companies with few shareholders - to disputes between shareholders.
In this case too, we are your competent consultants. We represent your interests out of court and look for economically reasonable and legally justifiable solutions. If legal proceedings cannot be avoided, you can also rely on our experience and competence.
Your contact person is Attorney Marco Rössel.
Company formation in Germany
If you would like to become active in Germany, we will be happy to support you legally and for tax purposes.
- advise on the best company type
- Application of official permits, licences, authorisations,
- Consulting on regulatory reporting obligations and reporting requirements, office search, personnel selection,
- Deposits of the infrastructure and all other measures that arise at the start of the company
- trustee services for shareholders and/or managing directors
.
Find out more about our consulting services for the establishment and support of companies.
You can mandate us directly here and find out about the costs
Company Formation GmbH in Germany
With this form you can engage us with a company formation for a GmbH in Germany. We prepare all necessary documents, help you to open a bank account, advise and assist you comprehensively with the formation of your GmbH.
Company Formation of a German "Mini-GmbH" (UG)
With this form you can engage us with a company formation for a UG or Mini GmbH in Germany. We prepare all necessary documents, help you to open a bank account, advise and assist you comprehensively with the formation of your UG / Mini-GmbH.
Registration of a branch office in Germany
For foreign corporations the registration of a branch establishment might be a reasonable alternative to establishing a German subsidiary. We provide you with a quick and smooth preparation and we will handle the registration proceedings. If requested we can provide you with an address for your branch and help you to open a bank account. Furthermore, we can provide you the necessary tax and accounting services in cooperation with our tax consulting firm.
Purchase of ready to operate GmbH shelf company with bank account
Here you can purchase a ready-made German GmbH shelf company with a bank account. We will gladly advise you and prepare all documents needed to completely transfer the shares, amend business purpose and company name, change the registered address and appoint a new managing director.
GmbH formation
We quickly and reliably establish any limited liability company.
The legal form of a GmbH (limited liability company) is currently probably the most common form of a German company. The company can only be established by notarisation of the articles of association.
Contact: Lawyer Marco Rössel
Due to our specialization in corporate law and our knowledge of the sector, we can take the precautions that are important for you right from the very foundation of the company:
- Advice prior to foundation
- Consulting on choosing the right legal form for your requirements
- suitable share capital
- Valuation of contributions in kind / incorporation in kind
- successor's regulations
- secured distribution of profits
- regulations in case of sale of shares
- After the company has been founded
- Determination of the further procedure in a personal conversation
- Application of the company to the tax office etc.
- Processing of inquiries from the commercial register
For the establishment of a limited liability company we agree on a lump sum of approx. EUR 2,000.00 plus VAT. This includes the aforementioned services.
In addition, there are the notary costs in the amount of approx. 350 EUR and the costs of the commercial register of approx. 110 EUR.
Even after the foundation of the company, we can provide you with comprehensive advice in the following areas
- Creation of the managing director's contract
- Financial accounting
- Tax returns
- Annual financial statements
- Conclusion of tenancy agreements
- Fiduciary services as shareholder or managing director
- Domiciliation of the company
Partnerships
It doesn't always have to be a GmbH.
Often enough we come to the conclusion, together with our clients, that a partnership, whether a partnership under civil law (GbR), a general partnership (OHG) or a limited partnership (KG) is the more sensible and also cheaper solution.
Based on your business goals, we will recommend the appropriate form of company for you and draw up the partnership agreement and take care of the formalities. Your contact person is Marco Rössel (069/71672670).
The GbR (also known as the BGB-Gesellschaft) is an association of persons who undertake to promote the achievement of a common purpose in the manner determined by the contract through a memorandum of association. It is not a commercial company; this distinguishes it from OHG and KG. Especially representatives of the liberal professions - e. g. doctors, lawyers, tax consultants, architects - use this partnership.
An OHG is the result of the will of the partners to operate a commercial business under a joint company. As with the GbR, the partners are in principle equal partners and have unlimited liability with their private assets. The OHG is entered in the commercial register with its company name and its shareholders. Also the entry or exit of a shareholder, the change of the company name or the relocation of the registered office of the OHG must be registered.
In the KG, the partners also merge to form a joint operation of a commercial business. In contrast to the OHG, liability with private assets is excluded for certain shareholders (limited partners) while at least one other partner (complementary) is liable with all personal assets.
The KG has evolved into the hybrid form of a GmbH & Co. KG, in which a limited liability legal entity (also Ltd. or AG) is the general partner. This way, you can obtain a limited liability partnership that may be of interest to you for tax purposes and because of the lower administrative costs.
Daily business support of companies
Reporting and reporting obligations - General Meetings of Shareholders - Amendments to Articles of Association - Tax consultancy
Even after the formation of a company, there are various legal regulations that must be observed. We advise you - whether you are a shareholder, managing director or board member of a company - on the regulations that apply to you and support you in their implementation. In the case of public limited companies, in particular those listed on a stock exchange, there are also extensive information obligations (e. g."ad-hoc notifications").
We advise you on the preparation and execution of any type of shareholders' meeting. Particularly at general meetings, which have to take place at least once a year in the case of public limited companies, thorough preparation is very important. Even a small error in the deadlines and forms of convening a shareholders' meeting may result in individual or even all resolutions of the shareholders' meeting being null and void and the shareholders' meeting having to be repeated.
As with all other contractual relationships, it may be necessary to change a company agreement. We advise you on the legal and tax requirements and consequences and implement the desired changes quickly and competently. Ask us if you need assistance with the following changes, for example:
- change of the company's name or registered office,
- Change of corporate purpose,
- capital increases or decreases,
- Change in the powers of representation of managing directors, authorised signatories or shareholders.
We also support you in ongoing tax matters such as financial accounting, payroll accounting, preparation of financial statements and tax returns.
Restructuring, transformations of companies
Together with our tax advisors, we advise you on economically and tax-effective restructuring within a company (e. g. change of legal form) as well as on restructuring involving several companies (e. g. merger).
Based on your business goals, we determine the "right" method together with you and then take over the legal implementation. Your contact person is Marco Rössel (069/71672670).
The term "conversion" in company law describes the transformation of the legal form of a legal entity (e. g. an OHG, KG, AG or GmbH). This can be done by splitting, merging (merger), transferring assets or simply by changing the legal form (change of legal form). The conversion of corporate form is usually based on the German Transformation Act. In the case of partnerships in particular, there are also changes of legal form, which are a direct consequence of the changes in the commercial register, e. g. in the case of a change in the articles of association of a GbR to that of a KG. These are not subject to the Transformation Act.
Sales of companies and shares of companies
We are your reliable advisor for the purchase or sale of company shares or companies.
We advise you on the economic and fiscal consequences and the legal requirements. Once the decision has been made, we take care of the execution and organise any necessary notarial deeds. Your contact person is Attorney Marco Rössel.
When buying and selling companies and parts of companies, a distinction is made between the acquisition of shares (share deal) and the acquisition of all assets (asset deal).
In the Share Deal, the buyer acquires all or some of the shares in the company for sale from the seller. Often it is a purchase and transfer agreement for a shareholding under company law (e. g. in a GmbH or stock corporation). However, as a rule, additional detailed agreements are usually made on the extent to which risks (e. g. possible tax liabilities or guarantee cases) are borne by the buyer or seller. The transfer of the shareholdings is effected by assignment or, in the case of securitised shares, by transfer of the share certificates, in the case of registered shares by endorsement.
In an asset deal, the purchase of the company is carried out through the acquisition of all assets of the company. In this case, the assets, i. e. land, buildings, machinery and individual liabilities are transferred individually. The transfer of the assets or rights takes place on a contractually agreed key date. The transfer of the individual assets is effected by agreement and transfer, in the case of land plots by notarial transfer and registration in the land register.
Commercial permits
In the Federal Republic of Germany, certain trades may only be carried out with official authorisation. If the trade is to be carried out under the aegis of a company, this company, like any natural person, also requires a licence. In the case of newly established companies, the company will not be registered without this authorisation.
We help you to obtain the necessary permits as quickly as possible. We represent your interests vis-à-vis the authorities and support you in compiling the necessary documents. Your contact person is Attorney Marco Rössel.
Below is a list of services subject to authorisation:
- Real estate agents,
- Investment advice and investment brokerage,
- Financial and banking services,
- Employee leasing (awarding of employees),
- Guarding services,
- Loan brokerage.
cooperation agreements
We advise you on the establishment of cooperation and draft the cooperation agreements.
The drafting of cooperation agreements is difficult, as there are no static model contracts for this purpose. Cooperation between different companies is characterized by different services, rights and obligations.
Cooperations are only possible with expert advice. In the initial phase, the partners should seek advice from us as tax advisors and lawyers. We help them with the subtleties.
The examples of cooperation agreements listed here can therefore only provide a first clue.
In addition, there are cooperation agreements that are more focused on the acceptance of services. These can be found under Commercial Law and Distribution Contracts.
First of all, the partners must agree on the purpose of the cooperation. You have to determine the marketing strategy before you start. This includes the offer, pricing policy, location and sales area.
Depending on the type of cooperation, different forms of cooperation are conceivable. The more binding the desired cooperation is, the more important it is to choose a binding legal form. For loose bindings, a written declaration of intent is sufficient. Bidders and consortiums usually form a civil law partnership (GbR). The cooperative is also popular because it requires only little effort to set up. Franchise systems are legally more complicated, but have the advantage that they can be individually designed.
We will help you with the financing and application for subsidies. Large projects often require substantial pre-financing. The partners have to agree on who will invest how much capital. They can also use outside capital or take advantage of government subsidy programmes.
Once the essential cornerstones of the cooperation have been established, we can enter into the contract. The following points should be laid down in the cooperation agreement:
- Services
- Participating trades
- Prerequisites of participation
- Voting rights
- Organizations, organisation and management
- Rights and obligations of members
- Sanctions
- Liability and warranty <li