German Corporate Law

In addition to a good idea, funds and a business plan, anyone starting a business in Germany must select an appropriate legal form. German corporate law does not recognize the concept of a representative office. German law does, however, offer a variety of legal structures, including the Gesellschaft mit beschränkter Haftung (Limited Liability Company or GmbH) and the Aktiengesellschaft (Stock Company or AG). For some business or charitable ventures a Genossenschaft (Cooperative or eG) may be the best option.

Your business activities, tax implications and long term financial and business goals are just some of the factors that will influence the selection of an appropriate German legal structure. Our corporate law attorneys can evaluate all of the relevant factors and help you select a German legal form that best meets the needs of your particular business. After helping you select the appropriate legal form, we can also help you set up and register your German business by taking care of all necessary government registration requirements (company registration).

Corporations doing business in Germany are required to take into account and comply with German corporate compliance management standards. These standards vary depending on the industry or the customer base of the company. Our corporate attorneys can explain which regulations are relevant to your business and can help you set up policies and procedures to satisfy said regulations. And, as needed, WINHELLER can audit existing policies and procedures to ensure ongoing compliance.

Whenever a company intends to purchase or sell a corporation, restructure or reorganize itself or engage in other major transactions in Germany, thorough legal preparation at an early stage is essential to success. Drawing on years of experience and expertise, our corporate attorneys can advise you on all aspects of major transactions, restructuring or reorganizations, including M&A due diligence reviews. If other areas of law are implicated, our corporate attorneys will also work with our in-house specialists for employment law, tax law or banking & finance to ensure that all relevant legal issues are properly addressed.

The liability of managing directors as well as members of executive and supervisory boards is and continues to be a major issue because an increase in legislative measures intended to more closely regulate corporations. Our corporate attorneys can advise on all aspects of director and supervisory board liability – both as regards preventative measures as well as litigation representation both in and out-of-court.

• Support and advice for companies new to the German market, including the selection of an appropriate German legal form,
• Advice on German immigration law and complete support with all aspects of applying for German visas and residence and employment permits (including the EU Blue Card),
• Mergers with, and acquisitions of, German companies,
• Sales of German subsidiaries,
• Counsel and advice on regulatory compliance with respect to all relevant German tax and financial laws, including regulatory rules for banking & finance,
• Counsel and advice on all dealings and interactions with German financial authorities (e.g. BaFin),
• Compliance audits and preparation of compliance programs,
• Negotiation and drafting of business agreements and general terms and conditions,
• Drafting of contracts with suppliers, employees and other business partners,
• Handling all issues related to German employment law,
• Licensing and sublicensing of copyrights and trademarks,
• Guidance regarding the marketing of products in Germany, including franchising options,
• Examining business websites for compliance with German media and internet law,
• Business litigation services, including defense against lawsuits or the pursuit of claims against other parties, in all courts throughout Germany.

Our attorneys have extensive experience assisting clients with a wide range of German legal matters. Our clients come from a wide range of countries, including the U.S., Russia and China. Whether your legal matter concerns Germany exclusively, or Germany, the EU and other third countries, we can help: As part of Primerus, an international network of law firms of the highest reputation and ethics, we can provide you with all of the legal counsel you need (almost) anywhere in the world.