Anyone acting as a GmbH managing director on behalf of their company must ensure that it is clear to the contractual partner that they are not acting in their own name but as a representative of the company. The representation may also be apparent from the circumstances. However, if the representation is not sufficiently clear, […]
The German Federal Court of Justice (Bundesgerichtshof, BGH) has long recognized the right of a partner in a partnership to request information such as names, addresses, and shareholdings of the other shareholders and trustors. As these principles were developed by the BGH before the General Data Protection Regulation (GDPR) took effect, there was uncertainty regarding […]
The closing balance sheet of the transferring legal entity to be attached to the notification of a conversion with the commercial register can also be submitted at a later date, provided this is done promptly after the notification. This applies regardless of whether the subsequently submitted closing balance sheet had already been prepared at the […]
In March 2025, the Federal Labour Court (BAG) made two groundbreaking decisions that changed the legal situation for virtual option rights in employee stock option plans. Firstly, it declared certain forfeiture clauses for so-called vested virtual option rights to be invalid in the event of self-termination (BAG, judgment of 19 March 2025 – 10 AZR […]
The loss incurred as a result of a loan waiver to a corporation can be taken into account at shareholder level. A distinction must be made here between the recoverable and the non-recoverable portion of the loan, as only the latter can be recognized as a loss. If the waiver is made under a debtor […]
The “Act to Strengthen Germany as a Location for Justice by Introducing Commercial Courts and English as the Language of the Courts in Civil Jurisdiction” (Justice Location Strengthening Act) came into force on 1 April 2025 and aims to increase Germany’s attractiveness as a location for international business and commercial disputes.
The Act on the Modernization of Partnership Law (MoPeG) came into force on 1 January 2024, codifying the legal capacity of the GbR. In this process the so-called company register for the GbR was also introduced, comparable to the commercial register for partnerships and corporations. Registration of the GbR in the company register is generally […]