Company and commercial law – giving companies flexibility

The basis for all business success is flexible corporate structures that can be adapted quickly and easily as required – in case of changes in the company’s environment, for example. Particularly at times like these, it is essential that companies are agile and adaptable enough to successfully change their business model repeatedly.

To create resilient and practicable structures, companies need skilled and experienced specialists who create the optimum flexible organisation within the constraints of the prevailing legal environment. The legal foundation for such structures is set out in company and commercial law and other relevant legislation, such as the Limited Liability Companies Act (GmbH-Gesetz, GmbHG) and the Civil Code (Bürgerliches Gesetzbuch, BGB). From selecting the right legal form for your company at the time of formation – such as a UG (“entrepreneurial company” or “mini GmbH”), a GmbH (limited liability company) or an Aktiengesellschaft (public limited company) – company and commercial law determines all of the legal questions that arise in day-to-day business, through to corporate succession. Companies can use this framework to find the best structure and the best conditions for doing business with their partners. Experienced company and commercial law specialists help you address a whole range of questions and put your company on the best possible footing for the future.

Overview

Changes of legal form

Whether you are changing your shareholder or financing structure, to guard against risk, or are interested in operational or tax optimisation: A company’s structure must meet the requirements of the environment and market that it operates in – things that are changing faster today than probably ever before. How can a company’s structure keep pace with the need for change? This is a recurring question for managers. Changes in company structure often raise a whole range of legal and tax-related questions. Companies looking to change legal form should therefore seek the support of an advisor experienced in legal and tax matters – to ensure that change is a means to an end and does not become an end in itself.

Advice to directors and officers/structure of company organs

In business, directors, board members and shareholders make decisions on a daily basis. They may not always have all the necessary information, and as a result decisions can sometimes be wrong. Managers are not at risk of liability as long as they make these decisions with due commercial care (the business judgement rule). However, if directors, board or supervisory board members culpably breach their duties, they are personally liable and must make good any loss or damage caused. Managers, as well as other company officers, are exposed to risks that they should protect themselves against. With some smart advice, they can minimise the risks before they take an important decision and so maximise the commercial result for the company.

Compliance

It is not only managerial staff that are subject to requirements regarding correct conduct and compliance: they matter for all employees. And compliance is not just an issue for big companies: small and medium-sized companies too need to think carefully about this issue and put in place systems to prevent compliance breaches as far as possible. At least companies should limit the resulting damage if such breaches do occur. This includes properly implementing the July 2023 Whistleblower Protection Act (Hinweisgeberschutzgesetz).

Company succession

A career spent managing a family company is a life’s work that can be very hard to say goodbye to – but sooner or later, the question will arise of who will be next to take the helm. Is the next generation of the family waiting at the starting gate, or does the company need to find a successor outside the company? And how can the risks associated with corporate succession be minimised? In this situation, owners need to consider not just the risks for themselves and their company, but the opportunities too. An experienced advisor can help them exploit these opportunities and avoid pitfalls. And because company succession always has tax implications, advisors, certified public accountants and tax advisors need to work together closely.

Support

Optimise your company with Schultze & Braun

With a team of skilled and experienced specialists, Schultze & Braun provides ongoing advice and support to management and shareholders alike. Lawyers experienced in company and commercial law as well as all the other necessary fields of business law will help you prepare for decisions and if needed can also act as your outsourced legal department. So comprehensive support for you and your company is guaranteed. Whatever your company’s situation – perhaps you are in the start-up phase, need support with day-to-day operations or are dealing with corporate succession – we will work closely with the appropriate individuals and departments within your company as well as with your other advisors. So you can concentrate on the essentials: the success of your company.

How can we help you?

Contact

Thomas Dömmecke, LL.M.
Rechtsanwalt (Attorney at Law)

More contact persons

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