Practice area
Commercial & Corporate Law
Legal advice in Trier and the border region
Key Focus Areas
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- —GmbH Incorporation and Articles of Association (*Gesellschaftsverträge*)
- —Shareholder Disputes
- —Company Sales and M&A
- —Corporate Succession
- —Managing Director Liability (*Geschäftsführerhaftung*)
- —Commercial Law and Commercial Register (*Handelsregister*)
- —Cross-Border Corporate Structures DE-LUX
- —Insolvency Law
Company Formation and Contract Drafting
The choice of the appropriate legal form is one of the most important entrepreneurial decisions. GmbH, UG, GmbH & Co. KG, AG – each form has tax and liability consequences. The articles of association (*Gesellschaftsvertrag*) are the foundation. What is stipulated applies; what is omitted leads to disputes. We draft articles of association that function reliably even when shareholders hold differing opinions.
- —Choice of legal form (GmbH, UG, GmbH & Co. KG, AG)
- —Articles of association and bylaws (*Satzungen*)
- —Shareholder agreements
- —Capital increases and capital reductions
- —Commercial register registrations (*Handelsregisteranmeldungen*)
Shareholder Disputes: When Conflicts Arise Among Shareholders
Shareholder disputes are costly, time-consuming, and detrimental to the company. Common causes include ambiguous articles of association, differing visions regarding corporate management, and profit withdrawals not endorsed by all parties. We represent shareholders in disputes, advise on conflict resolution, and pursue out-of-court solutions wherever possible.
- —Shareholder disputes and corporate resolution challenge lawsuits (*Beschlussmängelklagen*)
- —Exclusion and severance (*Abfindung*) of shareholders
- —Revocation and dismissal of managing directors (*Geschäftsführerabberufung*)
- —Breaches of fiduciary duty (*Treuepflichtverletzungen*)
- —Out-of-court settlements and mediation
Company Sales and M&A
A company sale is not a real estate transaction. The purchase price is only part of the negotiation. Warranties, liability indemnifications, earn-out clauses, and non-compete covenants are at least equally critical. We advise buyers and sellers in corporate acquisitions and sales, conduct legal due diligence, and negotiate the underlying agreements.
- —Corporate acquisition and sale (Share Deal, Asset Deal)
- —Legal due diligence
- —Purchase agreement drafting and warranties
- —Earn-out clauses and purchase price adjustments
- —Non-compete covenants and employee retention
Cross-Border Corporate Structures DE-LUX
Many companies in the Greater Region maintain corporate structures on both sides of the border—holding companies in Luxembourg and operating entities in Germany. While offering tax advantages, this also entails legal complexity. We advise on the structuring of cross-border corporate frameworks and coordinate legal and tax consulting in both jurisdictions.
- —Germany-Luxembourg holding structures
- —Cross-border mergers
- —European Company (*Societas Europaea*, SE)
- —Tax optimization of cross-border structures
Frequently asked questions
GmbH or UG – which is better for incorporation?
The UG (haftungsbeschränkt) is the more cost-effective option with a minimum share capital of one euro. However, it must allocate 25 percent of its annual surplus to a statutory reserve until the share capital reaches 25,000 euros. The GmbH requires 25,000 euros in share capital, but offers greater flexibility and is frequently preferred by business partners and banks.
Can a shareholder be excluded from a GmbH?
Yes, but only under strict conditions and if provided for in the articles of association. Exclusion typically requires good cause (*wichtiger Grund*), such as a severe breach of duty. The excluded shareholder is entitled to severance pay (*Abfindung*) based on the fair market value of their shares.
What is due diligence?
Legal due diligence is the systematic examination of a company prior to acquisition. We review contracts, liabilities, litigation, real estate, employment relationships, and permits. The findings directly inform purchase price negotiations and the warranty clauses of the purchase agreement.
How long does it take to incorporate a GmbH?
Using the standard notarial protocol (*Musterprotokoll*), a GmbH can be incorporated within a few days. Individual articles of association require more time due to drafting, notarization, and entry in the commercial register (*Handelsregister*). Realistically, the process takes two to four weeks.
Initial assessment
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