Corporate Law & Contracts

We advise across the full range of German commercial and corporate law, helping to put your business on a sound legal footing. As attorneys for corporate law in Hamburg and Ahrensburg, we advise in person at our offices and throughout Germany by phone and video.

Our services in commercial and corporate law

• Formation and choice of legal form

  We advise you on the appropriate legal form for your business and support the formation of companies and partnerships of all kinds, including the drafting of partnership agreements and articles of association.

• Shareholder agreements

  We draft and review shareholder agreements that set clear rules for how the shareholders work together and help to prevent conflicts.

• Buying and selling a business

  We provide legal support for company acquisitions.

• Restructuring and transformations

  We advise on the restructuring and transformation of companies, such as mergers, demergers, changes of legal form and other corporate measures.

• Commercial contracts

  We draft and review commercial contracts, such as supply, commercial agency and franchise agreements, to safeguard your business interests.

• Managing director service agreements

  We draft and review managing director service agreements so that all rights and duties are clearly defined.

• Compliance and corporate governance

  We support you in implementing compliance systems and advise on corporate governance, with the aim of reducing legal risk and strengthening the way the company is run.

• Disputes among shareholders

  We represent you in conflicts among shareholders and work toward a fair and constructive resolution.

• Business succession

  We support you in planning and implementing the succession of your business. The aim is to secure the continued existence of the company and to address the legal and tax questions involved in good time.

• Debt collection

  Recovering unpaid receivables efficiently and on a sound legal basis is of central importance to a company’s commercial position. We pursue your outstanding claims consistently, out of court and in court.

• International commercial law

  We advise on cross-border commercial transactions and German-US contracts, putting your international business activities on a sound legal footing. For market entry in the United States and when establishing a US company, we advise on the German side of the decision.

German legal forms at a glance

Choosing the right legal form is a key decision for founders and established entrepreneurs alike. It affects not only liability and capital requirements, but also internal organization and how the business is perceived by its partners.

• GbR and eGbR

  The GbR (civil-law partnership) is the classic form of partnership and is particularly suited to smaller ventures or joint projects among freelance professionals. It can be set up with modest effort and offers a flexible legal framework. The option of entering the GbR in the company register (Gesellschaftsregister) as a registered civil-law partnership (eGbR) gives this legal form greater legal certainty in business dealings, for example in real estate transactions or long-term contracts.

• GmbH (limited liability company)

  The GmbH is one of the best-known and most widely used legal forms in Germany. It provides a clear separation between company assets and private assets, but requires share capital of at least EUR 25,000.

• UG (haftungsbeschränkt)

  The UG, an entrepreneurial company with limited liability often called the “mini-GmbH,” makes it easier to start out with limited liability, as it can be formed with a small amount of initial capital. It is therefore particularly suitable for founders who wish to build a clearly structured company with limited funds.

• OHG (general commercial partnership)

  The OHG is intended for merchants who wish to run a commercial business together. It is straightforward to set up, but entails the personal liability of all partners.

• PartG (professional partnership)

  The Partnerschaftsgesellschaft was created specifically for the liberal professions, such as physicians, architects or lawyers. It allows professional collaboration to be given a legal structure and liability to be clearly allocated.

• Other legal forms

  Beyond these basic forms there are more complex structures such as the AG (stock corporation), the GmbH & Co. KG (limited partnership with a GmbH as general partner) or the KGaA (partnership limited by shares). These are frequently used by larger companies, listed companies or for particular tax and liability structures.

We advise on all common legal forms and set out the advantages and disadvantages in your specific case. We also discuss with you the most important contracts in the period immediately after formation – from the shareholder agreement to the first customer contracts.

From first call to solution

Getting in touch

You call or write to us. We establish what the matter is about and which deadlines are running.

Initial assessment

In a consultation we analyze your situation and explain your options, including the costs involved.

Strategy

We agree on the way forward and represent you – in negotiations or in court.

Your attorneys for corporate law in Hamburg, Ahrensburg and throughout Germany

Our aim is to provide practical, legally sound solutions to the challenges your business faces. We place great importance on individual, personal advice tailored to your specific needs and requirements.

We follow case law and legislation in corporate law on an ongoing basis – most recently the Act to Modernize the Law on Partnerships (MoPeG) – and reflect them in our contract drafting. Contact us for an initial assessment.

With our offices in Hamburg and Ahrensburg and by phone and video, we are available to you as attorneys for commercial and corporate law anywhere in Germany – in person or remotely.

Further questions from practice

What does corporate law govern?

Corporate law governs the formation, organization and management of companies as well as the rights and duties of shareholders and partners. Among other things, it comprises the rules on legal forms such as the GmbH, UG, AG, OHG and GbR.

Which legal forms are available in Germany?

The most important are the GmbH (the most common form for mid-sized companies), the UG (haftungsbeschränkt) as a “small GmbH” with low share capital, the AG for larger companies and stock exchange listings, the GbR as a simple partnership, the OHG for merchants with unlimited liability, the KG (limited partnership) with both personally liable partners and partners with limited liability, and the Partnerschaftsgesellschaft for members of the liberal professions.

How is a GmbH formed?

A GmbH is formed in several steps: drafting the articles of association and having them recorded by a notary, paying in the share capital (at least EUR 25,000), registration in the commercial register, trade registration and tax registration. The notarial recording can be carried out, if desired, at the Notarial Office in Ahrensburg.

Can I form a company on my own?

Yes, a single-member GmbH or single-member UG is possible. An AG also requires only one founder, but calls for a more complex structure with a management board and a supervisory board.

How can I sell a GmbH?

A sale usually takes the form of a share deal or an asset deal. The purchase agreement, the valuation of the business, tax aspects and the consent of the shareholders all need to be taken into account.

How can a GbR or UG be converted into a GmbH?

A GbR or UG can become a GmbH by way of a change of legal form. This requires notarization and a new entry in the commercial register.