GMBH (GERMAN LLC) FORMATION NOW DIGITALLY POSSIBLE

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On August 1, 2022, the Implementation Act for the EU Digitization Directive 2019/1151 (“DiRUG”) came into force. From now on, the formation of a GmbH or a UG (entrepreneurial company) is also possible from the comfort of one’s own desk chair instead of on the premises of a notary. However, notarial assistance is still required. In this article, we explain the procedure for digital incorporation and provide an outlook on further innovations in the context of the digitization of corporate law.

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MANAGING DIRECTOR OF A GMBH OBLIGED TO SET UP A COMPLIANCE MANAGEMENT SYSTEM

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In its ruling of 30 March 2022 (12 U 1520/19), the Nuremberg Higher Regional Court decided that managing directors are obliged to set up a compliance management system, with the consequence that they are liable for any resulting damage if they fail to do so. The ruling additionally specifies the specific monitoring obligations of the managing director.

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NO ANALOGOUS APPLICATION OF § 179A AKTG TO THE LIMITED PARTNERSHIP

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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.

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THE TAX-EXEMPT DONATION OF A FAMILY HOME IN GERMAN INHERITANCE AND GIFT TAX LAW

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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.

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THE NEW VERSION OF THE GERMAN LAW ON DOCUMENTING ESSENTIAL APPLICABLE CONDITIONS FOR EMPLOYMENT RELATIONSHIPS (“NACHWEISGESETZ”, HEREINAFTER REFERRED TO AS “DOCUMENTATION ACT”) CONTAINS MORE EXTENSIVE OBLIGATIONS OF THE EMPLOYER TO CONFIRM WORKING CONDITIONS IN WRITING

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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.

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