The German corporate and company law advice in Germany includes, inter alia, the examination, structuring and representation in connection with
As specialized German corporate law attorneys, 3Q|Law deals with associations of persons whose members have joined together to pursue a common purpose. The most frequently requested German corporate law advice - also in addition to the advice provided by 3Q|Law as lawyers for inheritance law - is for the types of companies used in business and private life, in particular for
Depending on the problem, 3Q|Law also advises unusual German corporate forms, such as the AG & Co KG.
Companies do not include, in particular, communities of heirs or private foundations.
Organizationally and structurally, German partnerships (GbR, OHG and GmbH & Co. KG or KG) are conventionally distinguished from German corporations (GmbH and AG). This fundamental distinction then has effects on, among other things, the internal organization, the assignment of rights and obligations, the liability of the members for obligations and, finally, also on taxation.
Particularly with regard to German family businesses and other German medium-sized companies, a special problem is the collision of corporate law with the law of succession. Here, there are differences - depending on the legal form of the German company - with regard to the company succession to the shareholder position of the deceased. Whereas, for example, a partnership under the German Civil Code (BGB) is dissolved in the event of the death of a shareholder unless a continuation clause has been agreed in the partnership agreement, GmbH shares are under German Law subject to mandatory inheritance, i.e. the heirs of the deceased GmbH shareholder automatically succeed to the shareholder position in the first instance. In this case, the articles of association must make appropriate provisions so that the remaining shareholders can decide on the succession of the heirs (in particular of a possibly quarreling community of heirs) by way of redemption of the share and continue to work undisturbed.
Further friction arises when, for example, succession to partnership shares takes place outside the scope of inheritance law (so-called "special succession"), but any execution of a will nevertheless extends to these shares. In this case, it is highly advisable to seek qualified advice in order to keep the company capable of acting on the one hand and to minimize the risk of disputes between heirs and/or an executor on the other.
In addition, it is urgently advisable to define the appropriate succession arrangements for the company in the articles of association. Here, for example, a simple continuation clause, a qualified succession clause or also a continuation with entry clause can be considered, each of which has different legal and tax implications.
It is not uncommon for minors to become shareholders in companies. This may be by way of anticipated succession, but in some cases it may also be due to parents who have already died and who are then succeeded as partners by their minor children. Tax considerations may also play a role here, if the aim is to reduce the parents' income tax burden by, among other things, making targeted use of the children's tax allowances for their own income. Here, too, it is not possible to make general recommendations. Instead, the client's goals and needs must be comprehensively determined on the basis of the specific facts of the case, so that the appropriate quintessence can then be worked out with lateral thinking and quality advice.