Corporate Law

• Incorporation of GmbH and Subsidiaries
• Development of Shareholder Resolutions and Corporate Governance
• Transfer of Shares, Changes in the Share Capital Structure
• Joint Ventures, Due Diligence, Shareholders Agreements
• Profit Distribution
• Reorganization and Liquidation

GMBH INCORPORATION

Corporate law is the core subject when founding a GmbH, subsidiary, or joint venture. The quality of the articles of association and other corporate documents directly affects the organizational structure, the powers of the managing director and other bodies, the effectiveness of management and control, interaction with other shareholders, the ability of the parent company to influence activities in Germany, dividend distribution, and more.

We create a complete set of documents required for the incorporation and registration of your company. Our drafts will fully comply with your corporate governance and financing requirements, and we will offer you effective legal solutions developed over many years of assisting international clients. Please read more about this here.

TRANSFER OF SHARES, CHANGES IN THE SHARE CAPITAL STRUCTURE

If you wish to buy or sell shares in an existing company, we are here to assist you. The transfer of shares in a company requires a number of documents. The notary will verify the parties’ powers and ensure that all steps and restrictions (preemptive rights, share transfer bans, etc.) are adhered to. The share purchase agreement will then be notarized, and a request for share transfer will be filed with the commercial register. Our firm will assist you in all stages of the share transfer, from negotiations with the partner to registration with the commercial register.

Before purchasing a company, we conduct comprehensive due diligence on the target company. This includes reviewing assets, liabilities, sales authorizations, etc. We then provide you with a due diligence report in accordance with international norms and standards, available in German, English, or Russian.

JOINT VENTURE

When founding or acquiring a stake in a joint venture, it is highly advisable to develop and sign a shareholders’ agreement with future partners. This should regulate the rights and obligations of the shareholders, the powers of the management bodies, decision-making procedures, winding-up, the involvement of shareholders in the business activities of the joint venture (provision of financing, assets, know-how and trademarks, business relationships, etc.), methods of exit from the company and/or share transfer, profit distribution, etc.

We are happy to offer you the most convenient solutions for financing your German company (loans, capital increases, etc.), and will prepare and register all necessary documents.

REORGANIZATION AND LIQUIDATION

If for any reason you wish to cease operations in Germany, we will assist you in all stages of liquidation, provide you with a liquidator, prepare and register all necessary documents, and work towards reaching settlements with creditors and debtors. We will carry out the liquidation process to completion.