The adoption of the approval of the annual financial statements of a GmbH by its shareholders does not mean that the amount of the salary paid to the managing director was appropriate. A claim for repayment by the Company in this respect is therefore not excluded. However, the salary payment for the years for which the managing director was discharged by the shareholders is deemed appropriate.
Digital solutions are increasingly being used in practice to sign contracts and other binding declarations. The method to date of printing out a declaration, signing it, scanning it and then sending it has proven to be too time-consuming. Electronically generated documents and signatures can simplify the signing process. However, public administration has so far been reluctant to adopt to new digital solutions. On the occasion of a recent ruling by the Berlin Court of Appeal on the requirement for proof of changes to be entered in the commercial register that are based on an shareholders’ resolution that did not require any form, this article aims to demonstrate the possibilities for digitally designing the signing of contracts and declarations.
Contrary to the view of the tax authorities, the Federal Fiscal Court (Bundesfinanzhof – BFH) recognizes the validity under civil law of a unanimous resolution on an incongruent advance distribution, requiring the distribution resolution to be used as the basis for taxation. In contrast to the tax authorities, the BFH, in its ruling of 28 September 2022 – VIII R 20/20 – sees such a resolution neither as a hidden profit distribution nor as an abuse of the tax system under § 42 German Fiscal Code.
If the signing and the closing of the share deal occur at different times, the tax authorities consider that there are two transactions that are each subject to real estate transfer tax. As a result, real estate transfer tax may be assessed more than once for one and the same transaction. According to a new procedural norm, the risk of double taxation can be avoided, if a notification has been made in due time and complete in all parts both at the signing and at the closing.
honert provided comprehensive legal advice to the enventa Group, Karlsruhe, on the acquisition of syska GmbH.
honert provided comprehensive legal advice to fintech startup finway, Munich, in its Series A financing round with early-stage venture fund Capital 49 and other investors.
honert provided comprehensive legal advice to Kraftanlagen Energies & Services GmbH in Munich on the acquisition of Frankfurt-based H & R Industrierohrbau.
ALPINA PARTNERS has acquired a majority stake in The Project Group Informationstechnologie GmbH. honert advised on the sale of the shares to an acquisition company in which ALPINA PARTNERS holds a majority stake as well as on the re-investment of the sellers and other managers of the group in the acquisition company. In the course […]
Convertible loan agreements play an important role above all in the area of venture capital financing – whether at the very beginning as part of early-stage financing or also later in the growth phase, for example for interim financing between two investment rounds. The formal requirements to be taken into account when concluding convertible loan agreements in which a GmbH is the borrower are controversial in practice and case law. A recent decision by the Zweibrücken Higher Regional Court could provide a degree of legal certainty.
“If you think compliance is expensive, try non-compliance” – this much-quoted statement by former U.S. Attorney Paul McNulty makes it clear why it pays off to establish an appropriate compliance system as a preventive measure, even from a company’s point of view. This article deals with the potentially disastrous legal consequences of failing to implement an appropriate compliance system.