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.

 

Partnerships:

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.

 

Corporations:

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) Corporation 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.

For more information, please visit http://gesellschaftsrechthannover.com .

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