Donnersbergerstraße 5

80634 Munich

Corporate law Munich

Based on my 15 years of professional experience as a lawyer for corporate matters I will offer you and your company corporate legal service, specifically tailored to your and your company’s needs, in particular the right corporate strategy for the establishment of your company, the choice of corporate legal form as well the operational commercial business commercial.

In case you require legal advice on companies and corporations, their organization and diputes I will support you and your business as a certified lawyer in commercial and corporate law in the following corporate areas:

As a lawyer and specialist attorney for commercial law and corporate law in Munich, I am an expert in these areas and will be happy to support your company with my experience.

Services of the law office

An overview of all consulting services of my law firm specializing in commercial and corporate law in Munich and throughout Germany

Do you need legal advice?

If you want to use my services as a specialist lawyer for corporate and commercial law, feel free to contact me at any time.

Individual services

Establishment of a GmbH

Advice on the establishment of a limited liability company

As a consulting specialist lawyer for commercial and corporate law in Munich, I am your suitable contact if you want to successfully establish a new company. I advise you individually on the formation of your partnership or corporation. You know your entrepreneurial goals, I, on the other hand, know your risks associated with the activities and services of your company. We discuss tax structuring options as well as the partnership or corporation that is right for you.

I will be happy to provide you with competent and targeted support in setting up your company. If, for example, you are not personally liable and would like to establish a trading, service or sales company, a limited liability company would be the right option for you – regardless of whether you would like to have your company headquarters in Munich or in another location in Germany.

The better the articles of association are adapted to your entrepreneurial activities, the smoother your trade and all the activities that arise will function. Therefore, as your lawyer, one thing is particularly important to me in the formation of your company: to present your legal options for your needs and to advise you appropriately according to your goals and ideas.

Drafting articles of association and articles of incorporation is not the only focus of my services as an attorney. My firm also advises you on opening business accounts and negotiating with banks. Furthermore, I support managing directors from abroad in the legal peculiarities arising and to be observed.

Partnership agreement

Advice on the articles of association

Since the memorandum of association or the articles of association and its rules are the heart of a limited liability company, the drafting of this contract is of particular concern to me.

The articles of association regulate the registered office of the company, the representation by the managing directors, and measures for which the managing directors must first obtain approval in the shareholders’ meeting.

The issues of a company differ depending on whether you are the sole shareholder or a multi-shareholder. In the case of a company with several shareholders, the issues of non-competition, reporting obligations, voting rights, profit shares, and the transferability of shares are important points that should be taken into account. The exclusion of shareholders, termination options, payment of severance pay as well as the law of succession should also be taken into account. As your lawyer, I will regulate the appropriate framework conditions for your company.

Furthermore, I am also at your disposal for the examination of partnership agreements. The circle of partners of your corporation or partnership can change in certain cases. An example of this would be the expansion of the circle of shareholders by an investor. In accordance with your objectives, I will assess for you whether the partnership agreement is still up to date or whether there is a need for renewal.

Regardless of the legal form, you can appoint an advisory board or supervisory board to advise, support and control the management. In this case, I, as a lawyer, also advise the supervisory board on its rights, duties and liability risks.

I will gladly support you, as a shareholder of a corporation or partnership, as your lawyer and specialist attorney for commercial law and corporate law in all necessary areas.

Managing Director

Your questions about the managing director

Under company law, you have many duties to fulfill as a managing director and CEO. As a GmbH managing director, you take over the internal management of the company and organize shareholders’ meetings. You must always observe special duties of care in order not to be personally liable. At this point, I am 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, explaining the gray areas of the business judgment rule and supporting you as your lawyer in the introduction of risk management. In the spirit of compliance, we jointly ensure the necessary observance of the law.

As a shareholder, you decide whether you are the managing director yourself or whether you employ a third-party managing director. Regardless of this, every managing director needs a service contract that is tax-optimized in terms of salary and bonus. In every entrepreneurial company, the binding regulation of the rights and duties of the managing director is indispensable. Particularly in the case of shareholder-managing directors, there is a risk of hidden profit distribution. I will be happy to advise you on how the relationship between salary and bonus should be regulated. In the case of a third-party managing director, the non-competition clause, reporting obligations and employment-law regulations on vacation, illness, private use of vehicles and IT equipment are further important regulatory topics. These topics are also the focus of my consulting activities as a lawyer and specialist in commercial and corporate law.

The management must pay attention to the capital protection, the action commandments, the observance of the regulations of commercial law and economic law, as well as the liability. Therefore, these issues must be regulated in the GmbH articles of association, in the rules of procedure of the management and in the employment contract of the GmbH managing director. As a lawyer and specialist in this field, I have already assisted many entrepreneurs in Munich and throughout Germany in choosing the best structure for their corporation. In addition, I support the board of directors of a stock corporation who is liable for damages in case of breach of duty by the AG.

Liability for damages

Support in the event of liability for damages on the part of the managing director

Another focus is the examination, preparation and assertion of liability claims against the managing director of your company. As a lawyer for commercial and corporate law, I support you in such matters out of court, as well as in court. Irrespective of whether the company is located in Munich, outside Munich or in the rest of Germany. Every managing director is subject to special duties of care, which may arise from corporate law, commercial law, business law or antitrust law.

If the managing director violates these duties of care, he is liable for damages. Often, a so-called D&O insurance then covers the damage. Violations of the duties of care often involve bribe payments, antitrust violations or time-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.

Corporate transactions

Advice on corporate transactions

As a specialist lawyer for commercial and corporate law and a lawyer for international business law, I also advise you on the purchase and sale of companies. As a specialized lawyer, I distinguish between buyer and seller in order to initiate the necessary steps in each case.

A special focus is the negotiation of the purchase price. As a buyer, you need a company valuation in advance 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 are important. The decisive factor here is whether the shares of the company (share deal) or the company components themselves (asset deal) are sold. The structuring options that I can use for you as a lawyer are complex – no matter 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 agreement.

Sales restructurings, reorganizations, insolvency-related restructurings and the reorganization of voting relationships are also areas in which I can support you with my advice. Here, special expertise in corporate law and insolvency law as well as knowledge of commercial law play a special role. As a lawyer and specialist attorney for commercial and corporate law in this area, I will be happy to answer your questions regarding any corporate transactions that may arise.

You are also welcome to contact me in the case of restructuring your company – especially in the case of changes of legal form or the demerger or spin-off of companies or parts of companies. The most frequent cases are succession arrangements and the takeover of companies. The admission of silent partners as investors is also one of the relevant tasks in this area.

Shareholder conflicts

Advice on shareholder conflicts

I am happy to offer you my experience in legal matters concerning conflicts of interest between shareholders. Conflicts can arise over the direction of your company, the distribution of profits, or the addition of new shareholders. These do not automatically have to degenerate into shareholder disputes within your company. If you find that the original interests no longer exist because the company, the customers or the market environment has changed, I can help you to change accordingly.

As a specialist lawyer, I can advise you on internal conflicts and corporate 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 reasonable solution out of court.

Shareholder disputes cannot always be resolved out of court. Therefore, sometimes the only option is to expel shareholders from a limited liability company or even take legal action. Should a shareholder dispute actually turn into a court case, I will represent you as your corporate lawyer and support you as your litigator. Succession planning 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 represent your interests.

Shareholders' meeting

Shareholders' meeting by a lawyer with expertise

As a lawyer and specialist attorney for commercial law and corporate law as well as a specialist attorney for international business 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. This includes in particular the observance of deadlines for invitations, the correct formulation of invitations and draft resolutions according to company law and commercial law. In addition, I can help you to jointly agree the agenda and take the minutes of shareholders’ meetings in German or English.

Corporate law with further competences

Corporate law firm with further competences

Should you wish to cooperate with competitors, I develop solutions to prevent antitrust violations. In such cooperations, I always take into account antitrust law and international business and commercial law, as well as the points of contact with distribution and competition law. I help you in times of crisis, when questions of reorganization and insolvency law can become significant. And support you from a tax law perspective in corporate transactions such as sales or purchases.

Make a request

Ask for your legal advice!

If you want to use my services as a specialist lawyer for corporate and commercial law, feel free to contact me at any time. My law firm andrelang law can be reached by calling 089/2020 1272, email candrelang@andrelang-law.com or using the online contact form. I look forward to welcoming you soon in my office.

Dr. Andrelang, LL. M.

certified lawyer international trade law

certified lawyer commercial and corporate law