Corporate Law in Germany

We advise French, Belgian and Swiss companies and their branches in Germany on all aspects of German corporate law. We can provide consulting services in German, French or English.

There are a number of practical differences between French, Belgian and Swiss law on the one hand and German law on the other, which could be important in the context of cross-border business activities. This is why it is essential to promptly seek competent legal advice in order to clarify all of the legal and practical issues in Germany.

In addition to legal consulting, our German-French team with intercultural experience will also offer you practical support in the following areas:

Services relating to German Corporate Law

  • Formation of a German subsidiary, in particular in the form of a limited liability company under German law (GmbH), a limited liability entrepreneurial company under German law (UG) or a limited partnership business entity under German law (KG)
  • Formation and winding up of a German branch office
  • Appointment and dismissal of managing directors in Germany
  • Employment contracts for managing directors, by-laws under German law
  • Capital increases, capital reductions, transfers of registered offices and other amendments to the articles of association in accordance with the provisions of German corporate law
  • Drafting of shareholder resolutions for German companies
  • Shareholder agreements / Joint venture agreements in Germany
  • Winding up and liquidation of German companies
  • Coordination with German notaries, notarial appointments in Germany
  • Sworn and unsworn translations of German and French documents

Your contact partners in German Corporate Law

Did you know that in Germany…

  • GmbHs are by far the most widespread form of capital companies?
  • the formation of a German GmbH as well as every amendment to the articles of association of a German GmbH must be notarised?
  • a GmbH is considered to be held in higher esteem than a French SARL in France?
  • the articles of association of a GmbH can be drafted more freely under German law than is possible under French law for the drafting of the articles of association of a French SARL?
  • the minimum share capital of a GmbH is EUR 25,000? However, under German corporate law, under certain conditions only half of this amount has to be paid into a company account at the time of incorporation
  • the shareholders of a GmbH have comprehensive rights of instruction vis-à-vis the managing directors, which can affect virtually all areas of the management of a German GmbH?
  • shareholding managing directors may, under certain conditions, be exempt from social security contributions in Germany?
  • company vehicles are more favourable for the company from a tax point of view than in France? There is no tax in the German tax system comparable to the French TVS (Taxe sur les véhicules de sociétés), but Germany does offer more extensive tax deductions for company vehicles than France.
  • companies can grant loans to their shareholders?
  • the thresholds above which a statutory auditor must be appointed are higher than in France? This means that fewer companies in Germany are subject to audit.
  • the statutory auditor can be reappointed each year? French law requires that appointments be made for at least 6 years, which is not the case in Germany.
  • the company’s articles of association can stipulate that shareholders can be excluded from the company for certain material reasons?
  • the articles of association can be made subject to an obligation for shareholders to make additional contributions?
  • a restrictive year must be observed between the decision to wind up a German GmbH and the end of its liquidation, except in cases where the company has no assets whatsoever?
  • there is a trade income tax (Gewerbesteuer), which can vary in amount from one municipality to another?

Our German-French Team for Corporate Law in Germany

Avocat - Of Counsel
Joan Kinder