In its ruling of 15 February 2022 (II ZR 235/20), the German Federal Court of Justice (Bundesgerichtshof – BGH) abandoned its previous case law according to which the legal concept of § 179a German Stock Corporation Act (Aktiengesetz – AktG) also applies to limited partnerships. § 179a AktG is not (any longer) analogously applicable to the limited partnership.
In the course of the Inheritance Tax Reform Act of December 24, 2008, the legislator revised the tax exemption for the donation of a family home and extended it to cases of acquisition upon death. A ruling by the BFH (German Federal Fiscal Court) dated December 01, 2021 (II R 18/20) on the question of the circumstances under which the self-use of the family home by the heir may be abandoned without losing the benefit of the tax exemption provides an opportunity to discuss the basic functioning and background of the tax exemption.
As of 1 August 2022, the new version of the Documentation Act came into force, which implemented the EU Directive on Transparent and Predictable Working Conditions („Working Condition Directive“). This results in numerous additional necessities with regard to the written confirmation of the essential working conditions by the employer to the employees.
According to a recent ruling by the Federal Court of Justice (ruling dated 13 January 2022, case no. III ZR 210/20), a representative acting in legal relations on behalf of an entrepreneurial company is personally liable on the basis of a prima facie case pursuant to § 179 German Civil Code (BGB) in conjunction with § 311 para. 2 and 3 BGB (analogously) if the UG does not state its legal form “exactly and to the letter” in its company name. Even the omission of only the suffix “(haftungsbeschränkt)” could trigger prima facie liability despite the use of at least the legal form “UG” or “Unternehmergesellschaft”.
The COVID-19 Act of 27 March 2020 allows stock corporations and related legal forms to hold their general meetings as purely virtual meetings without the physical presence of shareholders until the end of August 2022. Based on the largely positive experience with this form of meeting, the German government presented a draft law on 27 April 2022 which is intended to permanently introduce the virtual general meeting into the German Stock Corporation Act as an alternative to the annual general meeting in person. However, the draft contains serious deviations from the legal situation still applicable under the COVID-19 Act.
As of 1 August 2021, the transparency register was restructured by the Transparency Register and Financial Information Act. In this process, the so-called notification fiction for the reporting of beneficial owners of legal entities to the transparency register was abolished, which prompted numerous companies to make entries. The transitional periods granted by law for the implementation expire this year. This article explains which notifications need to be made. Furthermore, an outlook on upcoming changes of the transparency obligations under money laundering law due to European legislative projects is given.
In its ruling of 28 September 2021 (BFH VIII R 2/19), the Federal Fiscal Court decided that the tax reduction under § 34 para. 3 German Income Tax Act is also used in the event that it was granted unlawfully and without prior application. This result may seem surprising at first glance. The taxpayer is deprived of the opportunity to decide for him/herself whether to file an application under § 34 para. 3 EStG. The BFH has limited the legally stipulated options.