Foundation of a GmbH – advantages, risks, requirements
A GmbH offers many advantages. It can be set up quickly, can be used flexibly and offers every shareholder protection from liability with their own assets. The Ltd
As a specialist lawyer for commercial and corporate law, I offer you comprehensive legal advice so that you can structure your company in the way you want as a shareholder, founder or managing director, in a legally secure manner and by taking advantage of the complex legal options. If my clients are the CEO of the company, they are usually concerned with questions about company management, creating efficient structures for trade and sales or avoiding liability risks. As a shareholder and thus a partner, however, your focus is on the well-being of your company. As a founder, you want to achieve a clear structure for your company right from the start, exploit all possibilities and, if necessary, secure venture capital partners for financing.
If you want to join a company as a partner, I can help you as a lawyer to use corporate law to value the company and carry out due diligence. As a lawyer for corporate law in Munich, I advise entrepreneurs and business people on the establishment of companies and businesses and on company takeovers. I can also support you in the dispute between shareholders, the structuring of the separation and the determination of the severance payment.
As a lawyer and specialist in commercial and corporate law in Munich, I am specialized in these areas and would be happy to support you with my experience.
I provide cross-border consulting services for my clients from all business areas in Munich and throughout Germany.
Feel free to contact me with your corporate law concerns. It is important to me to understand your question and your goal precisely in order to check the appropriate procedure for you in the first step.
There are often several paths to a goal. Where this is the case for you, we use my legal assessment to select the combination of options that suits you in order to resolve your issue.
The chosen solution will be implemented in a legally compliant manner and continued until the result matches your goal. So that you can operate safely on the market.
Of course, you can fully rely on me and my law firm andrelang law in Munich for support. Ask me without obligation.
As an experienced lawyer in Munich, I offer my clients and their medium-sized companies a variety of individual services in the area of commercial and corporate law. My law firm is characterized by its individual consulting approach, tailored to the goals of its clients. As your lawyer, my goal is to provide you as a client with comprehensive support and to represent your interests in the best possible way. As your partner on an equal footing, I respond precisely and effectively to your specific needs. Read more about my individual services below:
Establishing a GmbH is often a good way to start your company, regardless of whether you sell your own products or offer services or are a supplier, dealer or sales representative. As a specialist lawyer for commercial and corporate law in Munich, I am the right contact person for you if you want to set up a new company successfully. I advise you individually at the founding your partnership or corporation. You know your entrepreneurial goals, but I know your risks associated with the activities and services of your company. We discuss tax planning options and the right partnership or corporation for you.
With advice on company law, I support you in founding your GmbH, in particular on share capital, shares, the articles of association or employee participation.
I would be happy to provide you with competent and targeted support when setting up your company. For example, if you are not personally liable and would like to set up a trading, service or sales company, a GmbH would be the right option for you - regardless of whether you want your company headquarters to be in Munich or somewhere else in Germany.
The better the partnership agreement is tailored to your business activities, the more smoothly your business and all the activities involved will run. That is why one thing is particularly important to me as your lawyer when you set up your company: explaining your legal options to you for your needs and giving you advice that is appropriate to your goals and ideas.
If you set up your GmbH alone, the articles of association can be short and sweet. If you have several shareholders, you should think about how you want to regulate questions of representation by the managing directors, transactions requiring approval, non-competition clauses, resolutions and the transferability of shares.
Drafting articles of association and articles of incorporation is not the only focus of my work as a lawyer. My law firm will also advise you on opening business accounts and on negotiations with banks. Furthermore, I support managing directors from abroad in the resulting legal peculiarities that have to be observed. As part of my legal advice, I regularly show my clients design options.
A GmbH offers many advantages. It can be set up quickly, can be used flexibly and offers every shareholder protection from liability with their own assets. The Ltd
As a CEO, you have many obligations under company law. As a GmbH managing director, you take over the internal control of the company and organize shareholder meetings. You must always observe special duties of care in order not to be personally liable. At this point, as a lawyer and specialist lawyer for commercial and corporate law, I would be happy to support you with my knowledge and many years of expertise in these topics. With my law firm, I see myself as your sparring partner, who explains the gray areas of the business judgment rule to you and, as your lawyer, supports you in the introduction of risk management. In the spirit of compliance, we jointly guarantee the necessary observance of the law.
As a shareholder, you decide whether you are the CEO yourself or whether you employ an external manager. Irrespective of this decision, every CEO needs a service contract that is tax-optimized in terms of salary and bonuses. In every entrepreneurial company, the binding regulation of the rights and duties of the CEO is indispensable. In particular, there is a risk of hidden profit distribution for the managing partner. I would be happy to advise you on how the relationship between salary and bonuses should be regulated. In the case of an external managing director, the non-competition clause, the reporting obligations and labor law regulations on vacation, illness, private use of vehicles and IT equipment are other important regulatory issues. These topics are also the focus of my consulting work as a lawyer and specialist lawyer in commercial law and corporate law.
The management must observe capital protection, the rules of action, compliance with the provisions of commercial law and business law, and liability. These topics must therefore be regulated in the GmbH articles of association, in the rules of procedure for the management and in the service contract of the GmbH managing director. As a lawyer and specialist in this field, I have already supported many entrepreneurs in Munich and throughout Germany in choosing the best structure for their corporation. I also support the board of directors of a stock corporation, which is liable for damages in the event of breaches of duty by the stock corporation.
The respective managing director of a GmbH is liable for damages if he violates his statutory duty of care. In order for such duty of care to exist at all, the person must be appointed as managing director
The GmbH, for which a managing director worked, can be held liable for damage under certain conditions, for example in the case of bribery.
Liability risks of the GmbH managing director Managing directors in a GmbH or board members of a stock corporation have special liability risks. Anyone who violates their duties as a managing director or member of the board of directors is liable for damages.
Another focus of my work as a lawyer, specialist lawyer for commercial and corporate law and specialist lawyer for international business law is the examination, preparation and assertion of liability claims against the CEO. As a lawyer for commercial and corporate law, I support you in such matters both out of court and in court. Regardless of whether the company is based in Munich, outside of Munich or in the rest of Germany. Every managing director has special duties of care that can arise from corporate law, commercial law, business law or antitrust law.
If the CEO violates these duties of care, he is liable for damages. A so-called D&O insurance then often takes over for the damage. Breaches of due diligence often involve bribe payments, antitrust violations or statute-barred claims. As your lawyer, I combine my know-how in corporate law, criminal law and commercial law with the special requirements of managing director liability for the best solution.
Liability risks of the GmbH managing director Managing directors in a GmbH or board members of a stock corporation have special liability risks. Anyone who violates their duties as a managing director or member of the board of directors is liable for damages.
As a specialist lawyer for commercial and corporate law and a lawyer for international business law, I can also advise you on company purchases and sales. As a specialized lawyer, I differentiate between buyers and sellers in order to initiate the necessary steps in each case.
A particular focus here is the negotiation of the purchase price. As a buyer, you need a company valuation as part of a due diligence in order to get an idea of the value of the company. In addition, information on customer relationships, liabilities, know-how, personnel and risks are fundamental for the company valuation.
Since the buyer usually agrees a non-competition clause with the seller, competition law also plays an important role in the purchase of a company. For the seller, on the other hand, securing the purchase price and reducing his liability is important. The decisive factor here is whether the company's shares (share deal) or the company's components themselves (asset deal) are sold. The design options that I can use for you as a lawyer are complex - regardless of whether you want the purchase price to be split into a fixed and a variable part, or whether you prefer a guarantee in the purchase contract.
Sales restructuring, conversions, restructuring close to insolvency and the reorganization of coordination relationships are areas in which I can support you with my advice. Special corporate law and insolvency law expertise as well as knowledge of commercial law play a special role here. As a lawyer and specialist lawyer for commercial and corporate law in this area, I will be happy to answer your questions about all corporate transactions.
You are also welcome to contact me when your company is restructured – especially when it comes to changes of legal form or the splitting up or spin-off of companies or parts of companies. The most common cases are succession planning and the takeover of companies. The inclusion of silent partners as investors is also one of the relevant tasks in this area.
It is not uncommon for company owners to see a restructuring of their company as necessary. This can have many reasons, be it the transfer of assets, the division,
I am happy to offer you my experience in legal matters relating to conflicts of interest between shareholders. Conflicts can arise in the direction of your company, the distribution of profits or the admission of new shareholders. These do not automatically have to degenerate into shareholder disputes within your company and your partners. If you find that the original interests no longer exist because the company, customers or market environment have changed, I can help you to change accordingly.
As a lawyer, I advise you on internal conflicts and company disputes. In order to be able to fend off legal attacks against you, you should know your legal position exactly and be well informed and prepared. Ideally, you can negotiate with the other side and find a sensible solution out of court.
Disputes between shareholders cannot always be resolved out of court. Therefore, sometimes the only option is the exclusion of shareholders from the corporation or partnership with limited liability or even legal action. Should a shareholder dispute actually turn into a court case, I will represent you as your lawyer for corporate law and support you as your legal representative. Succession arrangements can also be part of a comprehensive shareholder dispute. In this case, my law firm in Munich will help you to secure your rights and to represent your interests.
As a specialist lawyer for commercial and corporate law, every shareholder dispute represents a special challenge. Every shareholder dispute is a complex problem in GmbH law, which often has significant consequences
Specialist lawyer for corporate law Shareholder disputes A shareholder dispute often occurs in practice and presents specialist lawyers for commercial and corporate law and affected shareholders, managing directors and also
Shareholder disputes are very common in legal practice as a specialist lawyer for commercial and corporate law. Here you will find information on the shareholder dispute and the withdrawal of a share.
As a lawyer and specialist lawyer for commercial law and corporate law as well as a specialist lawyer for international commercial law, I also provide the services of a company secretary. This means that I take over the legal organization and support of your shareholders' meeting, general meeting or supervisory board meeting. In particular, this includes observing summons deadlines, the correct wording of summonses and draft resolutions in accordance with company law and commercial law. In addition, I can help you to coordinate the agenda together and take the minutes of general meetings in German or English.
Anyone founding a company as a shareholder will regularly hold a meeting of all shareholders to discuss various company issues. As a specialist lawyer for commercial and [link
My clients also regularly ask about my services as a specialist lawyer for commercial and corporate law on complex decision-making issues such as the preparation and approval of the annual financial statements, the appropriation or retention of profits, the discharge of the management, the preparation of the annual plan including the budget or the granting of approval for certain transactions.
If you want to cooperate with competitors, I will develop solutions to prevent antitrust violations. In such cooperations, I always take into account antitrust law and international economic and commercial law, as well as the points of contact with distribution and competition law. In times of crisis, when questions of restructuring and insolvency law can become significant, I will help you regularly with the involvement of experts.
Are you looking for a lawyer in Munich who will support you as a partner on an equal footing and assist you with your challenges in commercial and corporate law? Then contact me in my office. Together we will develop a strategy that meets your individual requirements and effectively pursues your goals. As your lawyer, I look forward to supporting and accompanying you in all legal matters.
If you would like to make use of my services as a lawyer and specialist lawyer for corporate and commercial law, please do not hesitate to contact me at any time.
You can reach my law firm andrelang law by telephone on the number 089/2020 1272, per email to candrelang@andrelang-law.com or about that online contact form. I look forward to welcoming you to my office soon.
In a GmbH, it may be necessary or desirable in certain situations to exclude a shareholder from the company – especially against his will.
What is important in a due diligence review? How do we approach the process? In this article we will examine these questions in detail.
The shareholders' meeting is the central body of a GmbH, where important business decisions are made. Both the organization and the implementation require careful preparation