Corporate

What needs to be considered when restructuring
and making changes within a company?

Companies evolve, and structural adjustments are often unavoidable. Whether it’s an increase in capital, a change in shareholders, or a relocation of the registered office, every change must be implemented in a legally compliant manner. Our lawyers specializing in corporate law will guide you through every step of the reorganization process.

How does a capital increase work?

A capital increase typically requires a shareholder resolution, and depending on the company’s legal structure, certain majorities must be met. An amendment to the articles of association is typically necessary and must be notarized in Germany. In France, capital increases are often followed by reductions in order to prevent equity from falling below half of the subscribed share capital. Different additional requirements apply depending on the form of the capital increase (cash or non-cash contribution). Our lawyers specializing in corporate law will coordinate the legally compliant implementation of your capital measures.

What must be considered when admitting new shareholders?

The admission of new shareholders should be clearly defined in a contract. Participation and profit distribution quotas, as well as voting rights, are particularly important. Therefore, it should be clarified in advance whether the articles of association need to be amended. Furthermore, the new shareholder must be included in any existing shareholders’ agreement. Our lawyers specializing in corporate law will accompany you throughout the entire admission process until its successful completion.

What steps are necessary for a change of registered office or address?

When relocating a registered office in Germany or France, the articles of association typically require an amendment, which must be registered with the commercial register. In Germany, it is also possible to change the business address, which usually involves less effort and lower costs than relocating the registered office. Our lawyers specializing in corporate law will ensure that your registered office relocation or business address change is carried out smoothly and in compliance with the law.

How is a company name change carried out ?

Changing the company name requires a shareholder resolution and an amendment to the articles of association. Then, the company must be registered with the commercial register. In Germany, notaries are responsible for registering with the commercial register. In France, however, the process can be simplified. In any case, the company name change should be transparent to business partners and customers. Our lawyers specializing in corporate law handle the formalities and ensure a seamless transition from the old company name to the new one.

What needs to be considered when there is a change in the shareholder structure ?

In addition to any amendments to the articles of association and/or additional formal requirements, such as notarization in Germany or updating the list of shareholders, the legal framework should be reviewed beforehand. Otherwise, prohibitions on sale, restrictions on transferability, or preemptive rights regulated by the articles of association or within the framework of a shareholders’ agreement could stand in the way of the project. Our lawyers specializing in corporate law will ensure the change in shareholder structure is legally compliant and efficient.

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