As an attorney in corporate law, we provide legal advice to merchants, shareholders of corporations and partnerships and their managing directors.
Our advice begins with the selection of the right legal form for the individual economic activity which you intend to carry out as our client, for example as a sole trader or within the framework of an OHG, GmbH, KG or GbR. Within this framework we draft the articles of association tailored to your company.
Our advice continues with the support of the company and its shareholders in day-to-day operations; this includes the external representation of your company, the establishment of branch offices or subsidiaries, the implementation of silent partnerships through to conversions, mergers or share transfers/sales and the liquidation of companies.
Even in the event of disputes among the shareholders, sound legal advice is a basic prerequisite for the successful enforcement of the interests of the shareholders or managing directors. As legal advisors, we not only have to keep an eye on the core issues of corporate law, but also, in cooperation with the tax advisors, on the tax effects of the individual structuring options
The aim of our consulting services is to identify problems at an early stage or to solve problems that have already arisen by means of an entrepreneurially sensible approach under the aspect of profitability. We attach great significance to providing you with advice not only in the event of a crisis, but also on a regular basis. We therefore offer consulting solutions that are tailored to your individual needs and the corresponding budget.
Commercial law is a form of special private law for merchants as the external private law of companies. The factual connection with commercial and company law is unmistakable. The area of commercial law covers all questions of special legal relations between merchants, for example the regulations concerning commercial agents or brokers.
Very often there are disputes between business partners that relate to the non-performance of agreed services or payments. As a lawyer in commercial and corporate law, we advise you on possible steps and represent you – if necessary.
External Legal Department
Within the scope of our legal areas of expertise, we would also like to offer you the possibility of an external legal department. This gives you the option of contacting a consultant assigned to you at short notice at any time, who will advise you on all legal issues that arise and who is always available to answer them. If necessary, your questions will be coordinated within our office in order to answer all questions comprehensively and professionally. In addition, we can also take care of receivables management and debt collection for you.
If you outsource your internal legal advice to us, you will save a large amount of personnel costs and can rely on comprehensive advice and support in a wide range of areas of civil law all year round. You also benefit from a high degree of planning security and, of course, from the experience of our specialist lawyers.
We are happy to establish a long-term cooperation with you in order to get to know the particularities of your company and to adapt our work to them, but we also offer project-related advice in individual fields of law upon request. Depending on your requirements we will put together an individual offer for you. Please do not hesitate to contact us for more information.
News
19.10.: Going to Switzerland to save money?
Foreign certifications in Switzerland
In Germany, notary fees are prescribed by law and are generally based on the notarised value. In company law in particular, this may well lead to relatively high notary fees. In Switzerland, on the other hand, notary fees are freely negotiable – so it is quite possible to agree on much lower fees.
However, it has long been disputed whether and to what extent Swiss certifications are permitted in Germany. Notarisation by a foreign notary is always permissible if the foreign notary is equivalent to a German notary and the notarisation procedure corresponds to the German procedure. While the case law on marriage contracts and real estate contracts is very tolerant and affirms equivalence for many Swiss cantons, it has so far been extremely restrictive with regard to corporate law transactions such as formation, conversion or transfer of shares.
Can share transfers now be notarised in Switzerland?
Until the German Act to Modernise the Law on Private Limited Companies and Combat Abuses (MoMiG) came into force in 2008, transfers of shares certified in Zurich-Altstadt, Basel-Stadt and Zug were considered equivalent in consistent case law and thus permissible in Germany. With the introduction of MoMiG, however, legal obstacles were placed in the way of this practice. Since then, §40 II GmbHG in particular has laid down special requirements for share transfers. For this purpose, it is now mandatory to submit the new list of shareholders to the register court. In its decision of 17.12.2013, Ref.: 99 AR 9466/10, the Federal Court of Justice (BGH) decidedly rejected a blanket rejection of the equivalence of the submission by a foreign notary, but at the same time neither established general equivalence in the case of share transfers by Swiss notaries nor did it standardise concrete requirements for equivalence. Consequently, the assignment of shares in Switzerland was associated with great legal uncertainty.
10.08.: Prepare your business for Brexit!
As a consequence of the brexite, the United Kingdom is legally considered a third country at the end of the transitional period on 31.12.2020. With the beginning of the new year, all rules for harmonizing divergent legal systems will no longer apply. Sales tax and customs law are particularly affected by this.
29.07.: Company transformation during the Corona crisis
The ban on physical meetings of shareholders resulting from the Corona crisis is causing difficulties for companies planning a transformation, particularly with regard to meeting deadlines. The “Law on Mitigation of the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Proceedings Law” of 25 March 2020, which was subsequently adopted, was intended to remedy this situation:
The amendment, notwithstanding § Section 17, paragraph. 2 sentence 4 Umwandlungsgesetz (UmwG), now provides for an extended deadline for the preparation of the closing balance sheet – at least in principle for certain types of transformation – of twelve instead of eight months.
In detail, it is explained that because of the Corona crisis, the extensive planning and preparation, as well as the holding of the necessary meetings often lead to delays.
The deadline extension applies until further notice to such notifications made in 2020, but an extension until the end of 2021 may be made if necessary, as provided for in Section 8 of the new Act.

