BMF positions itself on the remote working permanent establishment
In the opinion of the BMF, remote working by employees does not regularly lead to the establishment of a permanent establishment. This is due to the fact that there is generally no power of disposal for tax purposes. However, as the tax authorities do not exclude remote working as a permanent establishment in every case, […]
Inflow of unpaid bonuses for controlling shareholder-managing director
In its ruling of 5 June 2024, the BFH decided that a bonus is not deemed to have been paid to the controlling shareholder-managing director (Gesellschafter-Geschäftsführer) if the company has not reported a bonus liability in the adopted annual financial statements. In this case, there is no due date, which in turn is a prerequisite […]
On the effectiveness of shareholder resolutions in the GmbH using the example of the legal dispute between Martin Kind and “Hannover 96”
If shareholders of a GmbH (limited liability company) violate the allocation of powers set out in the articles of association and a voting agreement under the law of obligations with non-shareholders when passing a resolution on the dismissal of the managing director, this does not generally result in this resolution being null and void or […]
Post-contractual non-competition clause of a GmbH managing director
In its ruling of 23 April 2024 (II ZR 99/22), the BGH ruled that a clause can be effectively included in the employment contract of a GmbH managing director according to which the managing director retroactively loses his claims to compensation for non-competition in the event of a breach of a post-contractual non-competition clause. This […]
Third-party services as consideration for real estate transfer tax purposes
In accordance with Section 9 (2) no. 4 GrEStG, the assessment basis for real estate transfer tax also includes payments made by a third party to the seller of the property for the acquisition of shares in the future property-owning company if the main purpose of these payments is to induce the seller of the […]
Exclusion of a limited partner for good cause
If there is good cause in the person of a limited partner that makes the continuation of the partnership relationship unreasonable for the other partners, the other partners may exclude this partner from the partnership. The resolution on the exclusion provided for in the articles of association does not have to be passed immediately. The […]
Interim injunction in the event of dismissal of the managing director of a two-person GmbH (German limited liability company) for good cause
If there is a dispute about the validity of the dismissal of a managing director of a GmbH, an interim injunction can be issued prohibiting him from performing his duties and from acting as a member of the management board. In addition to the dismissed managing director, the company, represented by a representative appointed by […]
German act to strengthen growth opportunities, investments and innovation as well as tax simplification and tax fairness (growth opportunities act) – key changes
The much-discussed and long-awaited Growth Opportunities Act came into force on March 28, 2024. This law is intended to strengthen Germany as a business location by creating various tax incentives for investment. The law is also intended to simplify taxes and increase tax fairness. Some changes that were planned in the legislative process were not […]
Good things come to those who wait? – BVerfG gives (partial) green light for income tax-neutral transfer of assets between sister partnerships with identical shareholdings
On 12 January 2024, the Federal Constitutional Court (BVerfG) published its long-awaited decision of 28 November 2023 (case no. 2 BvL 8/13), in which it declared the provision of § 6 para. 5 sentence 3 EStG (German Income Tax Act) to be partially incompatible with the general principle of equality under Art. 3 para. 1 […]
Obligation of disclosure and due diligence in the focus of the BGH
A so-called due diligence review is probably indispensable in connection with company acquisitions and sales and has long since established itself as the market standard in the run-up to M&A transactions. However, due diligence reviews are also a regular occurrence in other areas of law – including real estate transactions. A recent decision by the […]