RESPONSIBILITIES AND LEGAL REMEDIES IN A BIPARTITE LIMITED LIABILITY COMPANY
If a shareholder wishes to enforce claims for damages against a non-shareholder managing director of the company, they must, in principle, choose the route via the company.
TERMINATION OF MANAGING DIRECTOR SERVICE AGREEMENTS
/in 2026 Q1/by Daniel NocentiniThere has long been a divergence in case law between the German Federal Court of Justice (Bundesgerichtshof, BGH) and the German Federal Labour Court (Bundesarbeitsgericht, BAG) regarding which notice periods apply when terminating a managing director service agreement. In its judgment of 5 November 2024 (II ZR 35/23), the BGH reaffirmed its legal position on […]
NON-DEDUCTIBILITY OF TAX ADVISORY FEES IN CONNECTION WITH THE CALCULATION OF THE CAPITAL GAIN FROM A DISPOSAL OF SHARES
/in 2026 Q1/by Daniel NocentiniIn its ruling of 9 September 2025 (ref. IX R 12/24), the German Federal Fiscal Court (Bundesfinanzhof, BFH) ruled that tax advisory fees incurred while preparing the tax return in connection with calculating the capital gain from the disposal of a shareholding, do not constitute deductible disposal costs as defined by Section 17 para. 2 […]
DIGITALISATION OF REGISTERED MAIL CALLS PRIMA FACIE EVIDENCE INTO QUESTION
/in 2026 Q1/by Daniel NocentiniThe current registered mail process (“Einwurf-Einschreiben”) of Deutsche Post, which is based on digital tracking, no longer provides prima facie evidence (Anscheinsbeweis) of receipt by the addressee. This marks a change from the previously used “peel-off label” system, which offered physical proof of delivery. According to the Hamburg Regional Labour Court (LAG Hamburg, judgment of […]
GIFT TAX ON DISPROPORTIONATE CONTRIBUTIONS TO PARTNERSHIPS
/in 2026 Q1/by Daniel NocentiniIt is not uncommon, especially in family-owned partnerships, for only one partner to make a contribution to the partnership without receiving any consideration in return. In practice, it should not be overlooked that such disproportionate contributions (disquotale Einlagen) may be deemed a gift to the other partners. This article provides an overview of the potential […]