Contract law (Contracts, Terms creation) and contract review

Horak lawyers across the civil- versed and contract law. We are used to, to set us apart with the economic concerns of our clients, to translate these into customized formulations and appropriate contractual interest.

Of course we support the interests of our clients even after a legal dispute over the contract beyond the end. We put the needs of the clientele to be enforced by or. defend them against insolvency. Here, we do not content ourselves with routine measures. We help our clients with specialist knowledge in the field of law enforcement and the Insolvency Act to enforce his claims.

General and specific administrative law, particular management Business Law

Of public issues of construction- investment planning and environmental law in addition to the environmental audit and environmental impact, we manage your project from quite practical point of view, including approval procedures and such before the administrative courts. In particular, a temporal acceleration is often of particular importance. We will, for example, in pollution control law, Waste legislation, Preservation law. Planning law, Commercial Law. Medicines- genetic engineering and legal work.

Commercial Law: Representatives, Dealer & Co

Which includes the right to trade ?

Commercial law regulates the legal relations of merchants, it's special right of the merchant. Thus, the commercial law includes rules on the legal relations of the merchant to third parties. The provisions of the Commercial Code also contain (HGB) the accounting- and record keeping for merchants.

The German commercial law emerged from the German city rights, and strongly influenced by Italian and French commercial law.

Commercial law includes primarily the German Commercial Code and its by-laws. A special position in this case assumes the maritime trade- and inland navigation law, a. For Commercial Law. is partly the company law, the law of intellectual property, securities law and banking- expected and Stock Exchange.

Commercial law is the basis of "economic justice". We play on the entire keyboard of commercial law. For example, "Sales Contracts": In times of changing forms of distribution, the sales agent wins- and field service law increasing importance. We represent well-known national and international trading companies and advise them in the design of Purchase, License, Leasing- and other contracts in the area of ​​commercial law. This includes the development of general shopping- and conditions of sale. Due to the predominantly entrepreneurial clients structure is as one of our expertise in the design of nationally and internationally usable product-based sales representatives- or franchise agreements. Alternative Vetriebsformen are no strangers to us, but also promote our creativity.

What principles characterize the commercial law ?

Special rules apply to the commercial organization and for the legal transactions of a merchant (Stores). Commercial transactions should be handled quickly and efficiently than in the general civil law, this applies only additional. This principle is justified by the expectation, that participants will be subject to a greater experience and professionalism in the corporate legal transactions. Therefore, the commercial law can be extended rights, but also lead to increased obligations.

A number of procedural requirements do not apply in commercial law or only partly (Consumer protection laws as “Doorstep”, Fernabsatzgesetz, Verbraucherkreditgeset, AGB-Klauselverbote etc).

In addition to explicit laws exist in commercial law and common law principles. Great importance is commercial practice to.


When is the applicable commercial law ?

The HGB is no restriction on buying men / women purchase application. So who is businessman, for the Commercial Code applies.

That § 1 Abs. 1 HGB is a merchant, who carries on a trade. Starting point is therefore the business enterprise. In the commercial register entry is not relevant here (with registration, however, is always the businessman property). Commercial operation is any self-, outwardly visible activity, applied to the durability and profit and no “professional services” is. According to the definition of § 84 I 2 HGB is independently anyone, can substantially free structure their business and determine its working. The only exceptions are those companies, whose operation does not require the type and extent commercially organized business enterprise (vgl. § 1 Abs. 2). The exact boundary can not be drawn flat. Corporations are by virtue of their legal form (Form-)Merchants

Excluded, however, are the professions, scientific and artistic activity and the country- and forestry.

In addition to this application since the Commercial Code since 1.1.1900 Kaufmann term exists now contained in the Civil Code of the so called. "Business concept". If the latter finds its way into the HGB accounting rules beyond the, appears likely in the medium term.


When binding a non-competition agreement ?

A to-find in many treaties can compete under the requirements of § § 74 ff. HGB also be agreed for a period of time after termination of the contract. The rules apply not only to business employees, but are directly applicable to § 110 Industrial Code for all other employees. They are not directly applicable for authorized representative board members.

Apart from the formal requirements to be granted a non-compete compensation and time needed take up to two years since the end of employment (§ 74a Abs. 1 S. 3 HGB).

In the case, that the conditions are not met, frequently or nullity of clauses but also a choice of the respondent considered.


What is "the company" ?

The company is the name of the merchant according to its entry in the commercial register. That § 18 Abs. 1 Commercial Code, the Company must be suitable for the identification of the company and have distinctive. "Distinctive" comes from the trademark and thinks, the company must identify the origin suck, So in particular, they may not be smooth descriptive.

In addition to the real name are also statements of fact or pure fancy names and mixtures between people- and factual information allowed. In particular, the principles of the corporate entity shall, Companies truth, Public companies, Companies exclusivity and company stability.


What information is required on business letters ?

Depending on the legal form of the company access different laws. Thus, calls for limited liability companies (GmbH) Limited Liability Companies Act § 35a on all business letters, directed to a specific recipient, the legal form, of the registered office and number, under which the Company is registered in the commercial register. In addition, the specification of the manager and if necessary. Chairman of the Supervisory Board required. Similar provisions include § 80 German Stock Corporation Act for public companies, § 125a HGB for general partnerships (and limited partnerships) and § 37a HGB for other merchants.

On invoices must be in accordance with § 14 Abs. 1be given a VAT tax number of the service provider. It is the national tax number and not the so called. VAT – Identification number (USt.-ID). The latter may be voluntarily submitted to the Federal Office of Finance in Saarlouis and serves the VAT-free business in the EU.


What should be considered in the event of a corporate foundation ?

Recommended are fundamental consultations with an accountant and a lawyer about the appropriate form of enterprise.

Who wants to run a business, requires a business license. This is obtained by filling out a so called. Commercial opening arc from clerk's office of the municipality or city, in which the company is based. Then "reports" to the local Chamber of Commerce to enforce the (Forced) Membership and the payment of contributions. Who employs staff, also needs a professional association (BG) Join. This turns out to be mostly of the person.

At the Chamber, the municipalities, other authorities and many other devices may also exist funding opportunities for the concrete contractor.


What can we do for you ?

Discussed in the following topics implicating reproduced and we represent:

  • Trade- and company law with its importance to the whole business of each company;
  • the choice of corporate form in terms of liability, Tax, Capital raising, Labor, Organization and profitability;
  • Balance of trade, Income- and loss account, Appendix, Report;
  • Rights of shareholders with respect to the respective company, over other members or groups in society.
  • LLC law. Rights, Obligations and liabilities GmbH managing;
  • Company law, Board, Board, Annual General Meeting.


What we need, to process your commercial legal issue ?

Commercial law matters include a very wide range. In general, we need to contract documents, Company information and your question.

Overview of the German company law

Company law

Company law:

A particularly important focus of our firm is the company law. Our activities range from the formation, Consultancies – For example, upon conversion, Purchase and sale of businesses, large inheritance law of succession arrangements including. The advisory activity extends to all forms of society, of the civil law, the limited partnership, the general partnership of the GmbH and AG up to the club or. a cooperative. The work also includes advising on restructurings, Enterprise agreements, Control agreements, Amendments, Mergers and spin-offs. Diese gestaltende Tätigkeit wird ergänzt durch langjährige forensische Erfahrungen im Bereich gesellschaftsrechtlicher Auseinandersetzungen sowohl im Verhältnis von Geschäftsführern/Vorständen zu den von ihnen repräsentierten Gesellschaften wie auch bei Streitigkeiten zwischen Gesellschaftern. To optimize the business performance of a company at the intersection of corporate law and tax law, We cooperate with a network, das auch Steuerberater und Wirtschaftsprüfer einschliesst. In addition, we have partnerships with corporate law notary practices.

In addition to numerous traditional societies today is itself a corporation for SMEs represent one of the options. However, this legal form is not always suitable.


Choice of legal form:

For the creation or restructuring of a company is the choice of the appropriate legal form crucial. The choice of the legal form of a company is usually determined by three main motives: the limitation of liability, the optimization of corporate succession and the reduction of the tax burden. In addition to employment law, eigentumsrechtliche oder strukturelle Besonderheiten mitprägen. The choice of the legal form of ownership affects the, decision-making and risk distribution of a company.

The core questions are then, which services must be provided in the foundation, who should be able to act outside, liability which the founder can be accepted and what will happen on the death or departure of a founder?

Individuals are basically two possible types of companies to choose from: the individual companies and the (One-man)GmbH. Which corporate form is the appropriate, depends on the answers to the key questions as well as many detailed questions.

A majority of people could the civil-law (GbR), a partnership, the general partnership (OHG), the limited partnership (KG), die GmbH und die (small) Select AG and some rare forms. However, freedom of choice is not between all types of; Rather, the legal forms are partly linked to certain conditions and in the rest conclusively.

Whether next to foreign companies, For example, as. a Limited Liability Partnership, may be involved in the choice of legal form or to, requires intensive risk assessment:

Die Haftungsbeschränkung lässt sich in der Form einer Kapitalgesellschaft (GmbH, AG) reach. This is, however, often with tax disadvantages over the partnerships (OHG, KG) connected. Business succession could be slightly easier to regulate corporations.


Sole trader (registered trader / registered clerk):

Merchant, who carries on a trade. Basically, every business enterprise is a trade, unless, that the company is not on the nature or scope requires a commercially organized business undertaking. For the merchant, wie auch die sog. Formkaufleute (Trading Companies) is the (sharper) Commercial Law. The registered merchant can therefore exercise the rights enshrined in commercial law extended rights, as grant power of attorney, but is also subject to the extended obligations of commercial law, how to keep books.

The merchant is liable with all its assets for the liabilities of his business.



The civil law (GbR), the general partnership (OHG), the limited partnership (KG) are partnerships. Special form of the GmbH & Co. KG sowie die Partnerschaftsgesellschft.

The OHG, KG and the particular companies fall under the commercial law. A partnership is represented by its shareholders. Not so shareholders may not – For example, as. case of a GmbH – conduct the affairs of total. You can only be granted power of attorney. Investments in partnerships are preferred in the inheritance tax. Found on partnerships – from a labor law perspective – die gesetzlichen Mitbestimmungsregelungen keine Anwendung.

In principle, all partners are liable for the debts of the company personally with all its assets and only partially. be restricted.



The limited liability company (GmbH) and joint-stock companies (AG) corporations are. A special form is the limited joint-stock company and the entrepreneur (UG)

Characteristic of a corporation is the sum forms a strict liability capital contribution of the partners / shareholders.. The corporation shall be represented by its Managing Director or. Boards. This can be controlled by a board of. Die Gesellschafter- or after the meeting to watch here on the legal principles.

The share capital of a GmbH is at least 25,000,– €, the one (small) Aktiengesellschaft at least 50,000,– €. The law provides for two different start-up procedures before, which can also be combined: The contribution in cash and in kind founding. The foundation must be notarized. Der Gesellschaftsvertrag einer GmbH kann flexibel gestaltet werden. The legal provisions for an AG are narrower and have more extensive formal requirements before. The founding- and maintenance expenses of a corporation is greater than in a limited liability company. Corporations are subject to the rest of the statutory co-determination rules and are not tax-privileged (but there are significant tax leeway).

Das Vermögen der Gesellschaft bildet die Haftungssumme für die Gläubiger der Gesellschaft. Die Gesellschafter oder Aktionäre haften bei erfolgter Stammeinlage nicht; only in rare cases, it may be called a. Come Durchgriffshaftung.

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We advise and represent our clients in all employment matters. Help companies and entrepreneurs are also accompanied in labor law business days. Upon termination of employment- and service conditions, the firm manages the separation process. Of course, we advise businesses and individuals in the event of termination in accordance with the interests and clarify (z.B. Continued employment or severance) the legal claims and actual possibilities. In particular, the following employment matters are part of our labor: Contracts, Remuneration policy, Occupational Pensions. Of course, we assist our clients in layoffs, with plant closures or relocations. For negotiations with works councils and trade unions, we are on your side. Especially in the labor practical know-how is just as important, in our view, as the purely legal considerations.

Of course we offer our activities to workers. Whether the interpretation of contracts, Warnings, Contents of personnel files, Terminations or other interest perception we are on your side.

For more infomation on Employment available here.