Corporate – Formation, structure, conversion, and shareholder law

The formation of a company depends on its legal form. It often includes drafting a partnership agreement and registering with the commercial register. In Germany, depending on the legal form, company formation often also requires notarization and the creation of a list of shareholders. Minimum capital requirements also depend on the chosen legal form, though they tend to be more significant in Germany than in France. Our lawyers specializing in corporate law will coordinate the entire process and ensure that all legal requirements are met.

In particular, the following information is required: the company’s registered office, business address, shareholders, business purpose, and share capital. If notarization is taking place in Germany, it is important to ensure that valid identification documents and a valid power of attorney are available. Our lawyers specializing in corporate law compile complete, legally compliant incorporation documentation.

The duration largely depends on the legal form chosen and the company’s registered office. In particular, the workload of the competent commercial registry office varies and is beyond our control. This makes it all the more important that our corporate lawyers emphasize absolute efficiency in their work. After all, careful preparation of the documents is the most important lever for speeding up the formation of a company.

Although a notary’s involvement is generally not necessary when forming companies in France, it is required by law when forming German companies that must be entered in the commercial register, i.e., GmbHs and AGs. Our corporate lawyers work closely with experienced notaries who can assist you with forming your company in German, French, or English.

Costs typically include official fees, such as entry in the commercial register, and lawyer’s fees. The latter vary depending on the complexity of the formation process. Depending on the company’s legal form, notary fees may also be incurred in Germany. Our lawyers specializing in corporate law will gladly provide you with a transparent cost overview upon request.

Decisive factors include the company’s size, the distribution of liability, the scope for structuring the articles of association or internal structures, and acceptance of the company form by various market participants. Tax aspects, as well as administrative and decision-making issues, must also be considered. Depending on growth plans and the number of founders, different models may be appropriate. Our lawyers specializing in corporate law can advise you on the most suitable legal form for your business strategy.

Both the limited liability company (GmbH) and the simplified joint-stock company (SAS) offer limited liability and a high degree of flexibility in designing internal structures. These legal forms are particularly attractive to small and medium-sized enterprises and start-ups. The formation process is relatively straightforward and allows for provisions to be made in the articles of association. Our lawyers specializing in corporate law have the expertise necessary to successfully establish your company.

Different legal forms have different characteristics, such as corporate or income tax liability and the possibility of profit retention. Holding structures and international arrangements can also optimize taxes. Our lawyers specializing in corporate law collaborate closely with seasoned tax experts who can help you create optimal structures for your company in German, French, and English.

In principle, a change of legal form is possible, but it is subject to certain legal requirements. The process must be carefully prepared and documented. Our lawyers specializing in corporate law will review your options and help you implement them.

When there are multiple shareholders, it is particularly important to have clear rules on decision-making, capital structure, and profit distribution. From the outset, consider exit clauses with specific “good leaver” or “bad leaver” exclusions and severance clauses, as well as preemptive rights. Customized articles of association and a separate shareholders’ agreement in Germany or a pacte d’associés in France create legal certainty. Our lawyers specializing in corporate law can support you in drafting and implementing these documents.

A typical shareholders’ agreement (pacte d’associés) includes provisions regarding voting rights, transfers, representation, management, and profit distribution. Provisions that primarily apply in the event of withdrawal, such as preemptive rights or non-competition clauses, are also often included. Our lawyers specializing in corporate law draft agreements that balance economic interests with legal clarity.

In principle, provisions regarding profit distribution, shareholders’ departure with severance clauses, and non-competition clauses may be included directly in the articles of association (statutes). However, since articles of association are generally published, they can be viewed by anyone. Often, however, there is an interest in keeping such critical information purely internal. A shareholders’ agreement offers the ability to individually structure company processes that are to remain confidential. However, according to the latest French case law, the provisions of the articles of association always take precedence over shareholders’ agreements. Our lawyers specializing in corporate law will advise you on legally permissible and strategically sensible contract designs.

A change in shareholders requires a precise contractual basis to clearly define procedures, approval requirements, and transfer modalities. Without clear regulations, issues may arise during the transfer of shares. Typical instruments include preemptive rights, tag-along rights, drag-along rights, and approval requirements from the company or other shareholders (transferability restrictions). Our lawyers specializing in corporate law develop customized contractual clauses that facilitate smooth shareholder changes and minimize legal risks.

Conflicts between shareholders can significantly hinder a company’s ability to act and undermine its stability. Proactive structuring, particularly through mediation, arbitration, or exit clauses, can help prevent lengthy legal disputes. Regulations on the valuation and transfer of shares in the event of a conflict are also essential. Our lawyers specializing in corporate law support companies in establishing practical conflict avoidance and resolution mechanisms.

Many legal forms require shareholders’ meetings at least once a year, particularly to approve the annual financial statements. Important corporate decisions may also require shareholder approval. Our lawyers specializing in corporate law can advise you on properly preparing for, convening, conducting, and recording shareholders’ meetings.

Depending on the company’s legal form and size, different deadlines and requirements apply to the necessary disclosure content. In some cases, disclosure requirements stipulate that not all content from annual financial statements must be published. In France, small companies can apply for “confidentiality” (confidentialité) for their annual financial statements filed with the registry court. Our lawyers specializing in corporate law will advise and assist you with disclosures in accordance with the law.

Companies are required to maintain accurate accounting records. They must also retain relevant documents for certain periods of time. These requirements are based on applicable tax and commercial laws. Our lawyers specializing in corporate law will coordinate these requirements with your tax advisors.

Companies entered in the commercial register must generally report relevant changes promptly. This may particularly be the case for changes in powers of representation, changes in the registered office or business address, and changes in the shareholder structure. Amendments to the articles of association, capital increases, and capital reductions are also generally subject to registration. Our lawyers specializing in corporate law ensure that all entries are made properly and within the prescribed time limits.

Through internal compliance structures and regular consultation with our law firm, risks can be identified at an early stage. Our lawyers specializing in corporate law will develop a customized long-term compliance plan for your company and keep you informed about new legal developments.

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.

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.

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.

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.

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.