No analogous application of § 179a AktG to the limited partnership
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 […]
Current reporting requirements in the transparency register and upcoming changes due to the EU money laundering regulation
As of 1 August 2021, the transparency register was restructured by the Transparency Register and Financial Information Act (Transparenz-Finanzinformationsgesetz Geldwäsche – TraFinG Gw). 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 […]
The tax reduction under § 34 para. 3 EStG – also used by an unlawful granting
In its ruling of 28 September 2021 (BFH VIII R 2/19), the Federal Fiscal Court (Bundesfinanzhof – BFH) decided that the tax reduction under § 34 para. 3 German Income Tax Act (Einkommensteuergesetz – EStG) is also used in the event that it was granted unlawfully and without prior application. This result may seem surprising […]
Personal liability of the representative of a UG acting in legal relations
According to a recent ruling by the Federal Court of Justice (Bundesgerichtshof – BGH) (ruling dated 13 January 2022, case no. III ZR 210/20), a representative acting in legal relations on behalf of an entrepreneurial company (Unternehmergesellschaft – UG) is personally liable on the basis of a prima facie case (Rechtsscheingesichtspunkten) pursuant to § 179 […]
VAT treatment of supervisory board members – the tax authorities are making improvements
The entrepreneurial status of supervisory board members is one of the hot topics in VAT, as reflected in the frequency of the letters published by the Federal Ministry of Finance (Bundesministerium der Finanzen – BMF). Just half a year after the BMF letter of 8 July 2021, the tax authorities have once again issued a […]
The virtual general meeting of the stock corporation – from a temporary exception to a permanent solution?
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 […]
ARBITRABILITY IV: ANOTHER CHAPTER ON THE ARBITRABILITY OF DISPUTES REGARDING PARTNERS‘ RESOLUTIONS IN PARTNERSHIPS
If a dispute arises between shareholders/partners about shareholders‘/partners‘ resolutions, there is often an interest in a quiet resolution outside the ordinary court proceedings. However, it is important for arbitration agreements between shareholders/partners to meet the legal requirements. These have been developed by the Federal Court of Justice in its decisions Arbitrability II and III. With […]
Update on employee co-determination rights within supervisory boards
If the number of employees employed by a company exceeds a certain threshold, the law provides for the establishment of a supervisory board co-determined by employees. In accordance with established case law, the number of employees is determined by taking into account past and future developments on the basis of reference periods of several months. […]
Special tax features and pitfalls in the taxation of management bonuses of controlling shareholder-managing directors of a GmbH
In addition to the arm’s length principle, the decisive factor for the recognition for tax purposes of legal relationships between a shareholder and “his” GmbH (German limited liability company) is the respective shareholder’s ability to exert influence. In a ruling dated 12 July 2021, Case No. VI R 3/19, the German Federal Fiscal Court (Bundesfinanzhof […]
Corporate transactions and the GDPR: data protection obstacles in due diligence and asset deals
The GDPR is not only omnipresent on the Internet, where it says “We use cookies” e.g. on websites of bakeries, but it also has an impact on (almost) every area of law, including the transaction business. In order to illustrate this, two aspects will be examined in more detail below, firstly the data protection law […]