Handelsrecht

Commercial Law

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.

More business law topics: