Foundation of Companies and Changes to Corporate Form
We can provide comprehensive support for both German and non-German nationals when founding new companies in Germany:
We will identify the most appropriate legal form, which will depend on various aspects such as the size of the company, finance, the flexibility desired for restructuring, internal organisation and staff participation, matters of liability and, last but not least, taxation.
In addition, we will draw up and check the required contracts i.e. for company agreements, managing partnership agreements, employment contracts, rental, purchasing and sales contacts as well as any General Terms and Conditions required.
We can even handle administrative aspects of the foundation process and deal with authorities for you. In such cases we will represent you as far as possible at the Tax Office, Trade Office, the Commercial Registry or else – where persons not resident in Germany are involved – to foreign authorities.
For existing companies, we can advise on any possibilities for optimising legal and taxation matters by changing to a different legal form or restructuring. Conversions or restructuring of his type is often recommended where there are changes to the size, setup or liability risks or in case of changes to existing laws, for instance when new company forms are launched.
Liquidation and Insolvency
Legal and taxation issues will arise when your own company or that of a business partner encounters economic difficulties.
In such cases we can advise about whether your own company should be liquidated or whether, to prevent personal liability of managing partners for instance, it would be better to register the company bankrupt. In crises like these, a minefield of legal issues need to be clarified e.g. how to handle shareholder loans that replace own capital or whether restructuring might prevent comprehensive liquidation or insolvency.
In case of actual bankruptcy of business partners or where there is a threat of this, we will help you to salvage what you can.
We will draw up and check employment contracts for you and advise in case of cancellations of contract or resignations.
Over and above this we will advise on the possibility of the supply of temporary workers and any problems that might occur with this and apply for the required approvals.
Social Security Law (fictitious Self-Employment)
The question of social insurance obligations will often arise – especially with regard to the activities of managing directors and family members.
A similar problem is the frequent question of whether freelancers really are freelance (e.g. if they work mainly for one employer) – which, at least in the judgement of Social Security, they often are not.
If this issue is dealt with incorrectly, it can lead to retrospective payment demands that may put your existence at risk (in case of fictitious self-employment).
These problems can usually be avoided by the prompt checking and appropriate clauses in employment contracts.
In suitable cases, a status determination process should be carried out for social security purposes.
Contract Law and Terms and Conditions
We design and check, for instance, company agreements, management agreements, employment contracts, rental, purchase or sales contracts.
In addition, we will check and draw up General Terms and Conditions and assist you in implementing your own general terms and conditions over those of your contract partners.
When handling contacts, we will help you to enforce or fend off claims for fulfilment, claims for damages, reductions etc.
In the area of competition law we can help you for instance if you receive a warning due to apparent infringements of copyright law or with competition protection clauses.
These days nearly all companies are international operations in some way or another.
The question therefore arises as to whether German or foreign jurisdiction is applicable to a matter and whether German or foreign courts are responsible.
We will help you to clarify such questions and to influence these issues for your own interest using suitable contract clauses.
Enforcement of Payments
We will help you to enforce claims against defaulting debtors as quickly as possible for the least possible costs e.g. using a dunning procedure.