German corporate law

German corporate law offers a suitable legal structure for every type of business. As a rule,German company law distinguishes between partnerships and corporations limited by shares. As an entrepreneur, you can select the most suitable legal form, depending on the object of the company, the intended role of your shareholders, the flexibility required for the structuring of the articles of association and, to a certain extent, tax-related criteria.

The German Commercial Code contains rules regarding commercial partnerships, of which the limited partnership (Kommanditgesellschaft, "KG") is the most common in trade and commerce. It is particularly small and medium-sized enterprises that opt for this legal form. Limited partnerships have at least one partner with unlimited liability, who may also be a corporation, as well as one or more limited partners whose liability is limited by their contribution.

The most important corporate forms under German law are the private limited company (Gesellschaft mit beschränkter Haftung, "GmbH") and the public limited company (Aktiengesellschaft, "AG"). The GmbH is specifically designed to meet the requirements of small and medium-sized enterprises.

The most important legislation in the area of business law include:

  • the Civil Code (Bürgerliches Gesetzbuch, abbreviated as BGB), which contains general rules on the formation, performance and enforcement of contracts and on the basic types of contractual agreements for legal transactions between private entities
  • the Commercial Code (Handelsgesetzbuch, abbreviated as HGB), which contains special rules concerning transactions among businesses and commercial partnerships
  • the Private Limited Companies Act (GmbH-Gesetz) and the Public Limited Companies Act (Aktiengesetz), covering the two most common corporate structures in Germany – the "GmbH" and the "AG"-
  • the Act on Unfair Competition (Gesetz gegen den unlauteren Wettbewerb, abbreviated as UWG), which prohibits misleading advertising and unfair business practices.

Counselhouse provides legal advisory with regard to the following subject areas:

  • Corporate and Commercial Law
  • Financial Services Law
  • Competition Law
  • Employment Law
  • Public-Private Partnerships
  • Broad-Based Black Economic Empowerment
  • Private Equity Compliance and regulatory requirements
  • Company secretariat
  • Mergers and Acquisitions
  • Cross-border transactions
  • Inward investment into Germany
  • Outward investment from Germany
  • Structuring of business entities
  • Management buy-outs and buy-ins
  • Joint ventures
  • Reconstructions, reorganisations and rationalisations
  • Employee benefits, including share incentive schemes
  • Licensing agreements
  • Distribution and manufacturing agreements
  • Franchising agreements.



Katerina Koleva

Katerina Koleva

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Copyright Counselhouse 2017
*Copyright Counselhouse 2017. Counselhouse is a legal service provider. All legal advisory services offered on this website are provided by René Udwari & her team. René Udwari is a registered business lawyer in Germany.