Company law

Anyone who founds a company wants to (i) have a liability shield, (ii) pool their own resources with those of others, and/or (iii) minimize the overall tax burden associated with operating a business. Whether and how these goals are achieved in each case depends, among other things, on the choice of legal form and the contractual agreements made. The choice of legal form is also decisive for the scope of freedom in structuring these agreements. When drafting the articles of association of a stock corporation (KG), Kommanditgesellschaft auf Aktien (KGaA), or European Company (SE) headquartered in Germany, more legal requirements must be observed than when drafting the partnership agreement of a LLC or a limited partnership (KG). 

For shareholders, partners, managing directors, board members, supervisory board members, and advisory board members, the following corporate law questions, among others, repeatedly arise:

• Who can make which decisions within society, and what majorities are possibly required for them?
• What applies to fundamental decisions such as the admission of new partners, capital increases, or conversion into a different legal form?
• What rights do minority shareholders have, and what options are available in this regard?
• Can voting rights or profit-sharing rights also be provided for on a disquotal basis?
• How far does the power of management bodies and their members extend – what are boards of directors or managing directors allowed to do?
• How and under what conditions can the participation be sold? 
• What information options do shareholders have and how can they be enforced?
• Under what conditions can shareholders be excluded from the company and what are the consequences? 
• Can a partner resign, and what deadlines, if any, need to be observed?
• What severance claims do departing partners have? 

Do you need a corporate lawyer to start a company?

As always, having is better than needing! At the latest, when disagreements arise over these questions, well-founded answers and asserting one's own position are required. AVANTCORE Lawyers will gladly advise and represent you in the negotiation and drafting of partnership agreements as well as in the context of corporate disputes – if necessary, even in court. Dishfor example, in challenging shareholder resolutions or asserting claims for severance pay.