Commercial and Corporate Law
Legal advice in English for various business entities, such as companies, entrepreneurs, managing directors, shareholders, and international business and investment operators in Germany.
In business, choices may have legal effects that might not be apparent from the beginning. You might need to select the most appropriate legal form, draw up a necessary company charter, issue shares, define managers’ powers, deal with personal liabilities, and stipulate the rules of cooperation with business partners.
Our law firm in Berlin gives legal advice to companies and entrepreneurs in German corporate law. We analyze your legal standing, specify possible risks, and inform you of your legal options in plain English. Our work involves domestic as well as foreign company-related activities in connection with Germany.
Legal assistance may start at the formation stage of the company and may continue when the company is operational. There are moments when legal advice might be required during shareholder conflicts, during restructuring, during the transfer of ownership, during disputes, or at the moment when an important business relationship is terminated.
Clients and Business Structures
We provide commercial and corporate law services for individuals and companies who wish to embark on certain business decisions, assess existing corporate schemes, or find their way through the disputes.
Our services for entrepreneurs include consultation on registered companies in Germany, selection of legal forms, partition of equity stakes, and working on internal agreements. Counselling may also contain management responsibilities, investment provisions, voting rights, and withdrawal scenarios for founders and investors.
Business owners and participants of the GbR, OHG, KG, and GmbH & Co. KG, etc. might need assistance regarding liability issues, representation rights, partnership agreements, or alterations in the organisation of the business. The process of adding or excluding partners and withdrawing from the partnership can pose some legal challenges and should be conducted properly.
In Germany, corporations establish clear rules concerning shares, management rights, the voting process, and control rights. Legal services may include articles of incorporation, shareholder resolutions, rules of internal governance, incorporation, and structural changes for GmbH, UG, and AG.
Sometimes, shareholders might find it hard to understand or make full use of their rights with respect to the information, votes, profits, and ownership shares that they own. This is particularly important in situations involving shareholder disputes, capital restructuring, share transfer and pledge, and conflicts regarding management.
Under German law, managing directors have some obligations. Legal advice can provide clarification regarding their authority, internal authorization procedures, documentation requirements, and liability of directors in case the internal rules and actual practices of the company don’t coincide perfectly.
Foreign companies, entrepreneurs, and investors may need help in running a business in Germany. Such help can include German company formation, investment, commercial contracts, joint ventures, or matters involving shareholders residing in other countries.
Business Law Challenges
The business operations may suffer from various factors such as confusion around contracts, ineffective company structure, and poorly laid-out decision-making processes. Therefore, an experienced attorney can identify the root of the problem and suggest solutions.
The legal form of the company has a great impact on its liability, requirements for capital, management, taxes, and decision-making in the future. The company may no longer be compatible with the legal form that it had at the beginning of its operations.
Legal Approach: The existing situation will be analyzed regarding the ownership, management, liability, and future plans of the business. Once everything is clear, other options of converting the company structure could be considered.
Articles of Association are more than just a document establishing goodwill between shareholders and the company; they outline how decisions are to be reached, the rights shareholders possess and the course of actions to be taken in case of sickness, death, disagreement with the rest of the shareholders, transfer of interest, etc.
Legal Approach: Diagnosing the document for completeness and consistency is the next step. If needed, provisions dealing with voting rights, profit distribution, competition bans, share transfer agreements, remuneration formulas, deadlock solutions, and dispute resolution can be amended.
When management authority issues are not addressed, or an action is taken outside the authority, internal problems may arise. Articles of association, internal regulations, and actual practice may differ from one another and thus lead to misunderstanding.
Legal Approach: Representation rules and shareholder approval requirements, as well as management duties and functions, are studied simultaneously, thus allowing us to understand who has the authority to make a decision and whether additional authorization is needed.
Problems related to business strategy, management decisions, profit distribution, information rights, and the use of assets make it hard for the functioning of the company. It is tough to handle deadlocks, especially when owners with the same voting rights block one another.
Legal Approach: The shareholder agreement, articles of association, resolutions, percentage of ownership, and other correspondence are analyzed. Depending on the case, further actions may include negotiation, changes of relations, transfer of shares, compensation, or court actions.
The presence of vague definitions of services, incorrect payment terms, and undetermined liability clauses leads often to disputes. Moreover, the presence of the international contracts leads to questions about governing law and jurisdiction and what language version of the contract is more important.
Legal Approach: The contract is analyzed considering actual relations. After that, obligations, payment terms, period, termination, liability, confidentiality, and dispute resolution are defined.
The exit of a stakeholder, transfer of a stakeholder interest, or termination of a company may cause serious legal and financial implications. In case of unclear valuation or compensation rules, the already difficult situation may lead to further controversy.
Legal Approach: The contractual and statutory requirements are examined in detail. This may include transfer limitations, consent requirements, valuation methods, compensation clauses, shareholder resolutions, and registration requirements.
Legal Direction
Structured advice by a corporate/commercial lawyer may help in understanding legal implications of the solution, reviewing existing agreements, and preparing important business actions in terms of the German law.
The company’s ownership structure, management, financing, liability issues, and future plans can help improve the business’s form and organization.
The articles of association and the shareholders’ agreement may define duties, voting rights, profit distribution, information rights, share transfers, or the process of changing the structure.
If there are precise definitions regarding management powers and approval from the shareholder, the management can take decisions on the spot and find out about actions that require authorization.
Contracts, resolutions, and potential transactions can go through legal scrutiny before they are put into action, and this analysis may reveal legal weaknesses or potential conflicts.
The international nature of the problem may require a prior consideration of contract law, corporate structure, jurisdiction, governing law, and involvement of shareholders or partners from different countries.
In the course of a conflict between shareholders or in case of a commercial conflict, the description of legal identity, contractual terms, potential claims, and ways of settlement or litigation can be made.
Our Legal Approach
The law firm offers advice to corporations, startups, directors of companies, and investors on business law and German incorporation law. All legal issues are examined in light of the needs and goals of the particular client.
The internal regulations and agreements with customers, suppliers, investors, or business partners often influence each other within the framework of the business relationship. Thus, the issues of corporate structures and contracts are investigated only in light of the business implications.
There are also cases where issues that have an international component are dealt with. Such cases might arise in relation to foreign equity holders, investors, international contracts, or matters of company creation in Germany by non-residents.
When reviewing a contract clause, not only wording or style is taken into consideration. The analysis concerns the real obligations created by the contract as well as the respective consequences for a company in real life.
The status of a managing director varies dramatically from that of a shareholder, investor, or partner for business. Accordingly, the advice varies with the account taken of the role, obligations, interests, and aims of the client in particular.
In case of a conflict between shareholders, the first step is to check the articles of association, shareholders’ agreement, minutes, and other related documents. It is only after that that the available options in terms of negotiations, settlements, and litigation may be analyzed.
If necessary, there can be some collaboration with German notaries, tax advisors, foreign lawyers or accountants, or other experts involved in the transaction or in dispute.
Your Legal Contact
Attorney Vera Zambrano, founder of an international-oriented law firm in Berlin. She has been licensed to practice law in Berlin since 2017 and provides legal services to clients on issues of both German law and cross-border regulation. Her practice in the area of corporate and commercial law allows her to work with companies, businesspersons, directors, stakeholders, and foreign investors.
Attorney Vera Zambrano
While accomplishing a task, she always takes into account the legal framework of the case, contracts existing, and the commercial situation. The main objective is to provide the client with a comprehensive understanding of his or her legal position and possible choices.
The organization’s multilingual and international method also improves communication in corporate investments, commercial law, and business relationships with people and entities from various nations.
Admittance as an attorney in Berlin with expertise in German and international legal issues.
Counsel on German business aspects and issues related to business law across borders.
Interacting with international customers, shareholders, organizations, and all pertinent parties in a variety of languages.
Commercial contracts and corporate schemes are communicated using language that is simple and accessible.
Generally, commercial law refers to the business and commercial behavior, contracts between stockholders and companies, and regulations about distributorships and commercial controversies; on the other hand, company law relates to the establishment of companies, their ownership, management, corporation, transformation, and liquidation.
The right form will depend on various factors, such as the number of the founders, the type of business, the desired level of liability, the amount of capital needed, the management structure, etc. The frequently used forms include sole proprietorship, GbR, OHG, KG, GmbH, UG, and AG.
A good partnership agreement is essential when several individuals plan to set up, own, or invest in a business together. It can establish obligations, voting rights, ways of distributing profit, ways of getting information, ways of transferring ownership shares, and ways of leaving a shareholder. A formal partnership agreement may also be needed by a GbR even though their working relation may appear simple at first.
Usually, the basic points should include a company name, registered office, purpose of the business, share capital, and ownership shares. The offered provisions may deal with directors, shareholders’ decisions, profit distribution, shares transfer, restrictions on competition, compensation, deadlocks resolution, and disputes resolution.
Usually, the first thing to do is to analyse the articles of association together with the shareholder agreement, decisions, and ownership shares of the members. Depending on the situation, negotiation, mediation, alteration of internal regulations, transfer of ownership shares, compensation, dismissing the managing director, or going to the court may be used.
The managing director may be held personally liable if their conduct involves breaches of duties prescribed by statutes and contracts. The specific circumstances that could include unauthorized payments of money, lack of adequate internal control measures, violation of the duty to act in good faith towards the company, and failure to file documents or delays in taking relevant actions in case of financial difficulties.
Yes, we can advise on corporate and commercial issues involving foreign shareholders, international investments, international contracts, company registration in Germany, and conflicts between natural and legal persons in different countries.
The organization has the expertise to evaluate current agreements and provide guidance on drafting new documents. The group may refer to articles of association, shareholders' agreements, partnership contracts, managing director contracts, cooperation agreements, supply contracts, service contracts, and other business documents.
The page of association, shareholders' agreement, up-to-date commercial register extract, list of shareholders, resolutions, contracts, correspondence, and brief description of events are some examples of useful documents. It is important to always mention open deadlines and other notifications.
The legal company is looking to the international market and provides multilingual services. The business owners, companies, shareholders, managing directors, and investors in the field of German commercial and corporate law can receive legal assistance in English.
The Next Step
Are you thinking about starting a business in Germany or inspecting a shareholder agreement that includes a shareholder disagreement? Issues of management powers, responsibilities of the director, pay, transfer of stocks, and cross-border trade contracts will also be discussed during the consultation.
