Feierabend Legal offers legal advice on German company law for entrepreneurs and startups: we support our clients on forming a company in Germany: establishing the correct legal form and registration, available to entrepreneurs within German law.

  • Forming and establishing companies, subsidiaries and branches in Germany: Establishing companies and legal entities, like the German limited liability company (GmbH) and other legal forms under German law.
  • Moving and resettling companies and abroad legal entities to Germany: The right to freedom of movement in the European internal market applies not only to individuals, but also to legal entities.
  • Articles of association: drafting and adapting articles of association and other contracts under German company law.
  • Carve-out and spin-off: Outsourcing of parts of the business into separate companies
  • Conversion of companies: conversion of sole proprietorships, partnerships and commercial partnerships (GbR and oHG) into corporations

Shareholders and Directors

I advise shareholders and managing directors on all legal issues arising from the status of a partner or the activity as managing director of a company.

  • Transfer of business shares: sale of business shares, compensation for shareholders, withdrawal of business shares
  • Company meetings and resolutions: preparation of shareholder resolutions and representation of shareholders in the shareholders’ meeting
  • Shareholder’s right to information and inspection and enforcement of claims on information and inspection of the GmbH shareholder according: Section 51a GmbHG grants the shareholder of a GmbH extensive rights to information and inspection. The subject of the claims are the affairs of the company, including in particular bookkeeping documents and corresponding information of the company’s business. In practice, the claim allows an inspection of all essential business documents, such as essential contracts, bookkeeping and account statements. Every shareholder and thus also a minority shareholder is entitled to this claim and is an essential instrument for controlling the management. The right on information and inspection of business document is an important instrument for protection of minority shareholders.
  • Shareholder and subordinated loans: Loan contracts are an important instrument for financing start-ups and established companies. By agreeing to subordinate the loan (so-called subordinated loan), the loan liability can be reduced under certain circumstances when the over-indebtedness is determined in accordance with Section 19 (1), 2 InsO remain unconsidered. Even if subordinated loans are sometimes valued economically similar to equity in the context of company valuation, they are to be recognized in the company’s balance sheet according to the current legal situation in accordance with Section 266 (3) C of the German Commercial Code (HGB). Services: Drafting loan agreements between company and shareholders.
  • Non-compete obligations for shareholders and directors: Non-compete obligations are often agreed for shareholders and managing directors of corporations. This is usually useful in order to prevent conflicts of interest and an outflow of information and know-how from society. For the shareholders of a GmbH, the non-competition clause is usually contained in the articles of association. On the other hand, corresponding regulations for the managing director can often be found in his employment contract. Post-contractual non-compete clauses, in which the non-compete clause applies for a certain period of time after leaving the company (for shareholders) or after termination of the employment contract (for managing directors), are of great practical importance. Since such agreements can considerably restrict the freedom of professional activity, they are only effective for a limited period of time and usually only against payment of a waiting allowance.
  • Appointment and dismissal of managing directors
  • Managing director’s liability
  • Remuneration of managing directors: employment contracts for managing directors, performance-related remuneration components such as royalties and options
  • Marriage and inheritance law issues in the GmbH: Design of succession regulations in the context of inheritance and corporate law.

Design of General Terms and Conditions of Business (AGB), statutory liability for defects and products, and on guarantee promises.
When designing contracts for distribution agreements or forming executive/supervisory boards, the choice of legal framework influences relevant aspects such as business governance, tax, and social obligations. Having the correct legal support from the start may prove to be key to secure safe and correct management.

We support founders and businesses entering the German market by offering comprehensive advice on a company’s whole life cycle, including company dissolution and structured insolvencies.

International company law

Outbound: Establishing subsidiaries and branches abroad

Establishment of foreign companies in the EU and the USA. The company is set up in cooperation with local partners. In this context, additional services such as tax advice in the destination country, establishment and operation of a postal address and an island office and local legal advice can be obtained.

Inbound: Founding of subsidiaries and branches in Germany

To enter the German market, it is often necessary or at least expedient to set up a subsidiary or branch in Germany for organizational, tax or economic reasons. The formation of corporations can be carried out on behalf of the founders. Personal presence is not required.