The overall representation of a GmbH at the conclusion of the contract – BGH specifies written form requirements for limited (commercial) lease contracts
In its decision of 26 February 2020 (file no. XII ZR 51/19), the Federal Court of Justice (BGH) further refined its case law on the effective representation of a limited liability company (GmbH) by one of several managing directors with joint power of representation. This was prompted by the conclusion of a limited commercial lease […]
Real estate transfer tax exemption in the case of internal group restructurings
While the announced reform of the Real Estate Transfer Tax Act (Grunderwerbsteuergesetz, GrEStG) continues to be a long time coming, there has been a fundamental realignment with regard to internal group restructurings. Several rulings of the Federal Fiscal Court (Bundesfinanzhof, BFH) as well as a recent application decree of the tax authorities largely put an […]
Manager or investor? On the effectiveness of an anticipated retransfer of shares after the end of a managing director’s office
Provisions in the articles of association that allow for exclusion of a co-shareholder from the company without objective reason are generally immoral and therefore null and void. Under certain conditions, the Federal Court of Justice makes an exception to this principle for so-called management models. On this basis, the corporate participation of managers has become […]
The Annual Tax Act 2020
The Annual Tax Act 2020 was adopted on 16 December 2020 and introduces a number of amendments, which include, in particular, necessary adjustments to EU law and the case law of the European Court of Justice. Furthermore, the legislature is responding to (unwelcome) Federal Tax Court case law and implementing other supplementary measures to mitigate […]
Practically relevant questions and no practicable answers – the new FAQs on the Transparency Register
With the recent update of its FAQs, the Federal Administrative Office has greatly expanded the criteria for determining a company’s beneficial owners. Companies subject to reporting requirements, shareholders and beneficial owners should be aware of the practical consequences this will have on their notification and reporting obligations.
Draft law on the introduction of electronic securities
The Federal Ministry of Justice and Consumer Protection and the Federal Ministry of Finance have jointly presented a ministers’ bill for a law on the introduction of electronic securities. The bill focuses on creating a law on electronic securities (eWpG-E). This enables the replacement of securities certificates (verbriefte Wertpapiere) through registration in an electronic securities […]
No claims for damages against a supervisory board chairman as a representative without power of representation in the event of concluding a management board service agreement without a supervisory board resolution
When concluding a management board service agreement, a joint-stock company is represented by the supervisory board which must pass a resolution on the conclusion of the service agreement. When the agreement itself is subsequently concluded, the supervisory board is usually represented by its chairman. The Regional Court Munich I (ruling dated 13 February 2020; file […]
The amendment(s) of the law and the ordinance on foreign trade and payments
The legislator has substantially expanded and sharpened the scope of application of the review of foreign investments. Instead of an actual threat to the public safety or order, the likeliness to affect the public safety or order is now sufficient for a prohibition. In addition, an enforcement ban has now also been introduced for transactions […]
Tax measures to assist all businesses affected by the coronavirus pandemic
To cope with the consequences of the COVID-19 pandemic, the legislator has now launched the Second Corona Tax Assistance Act (Steuerhilfegesetz). In the following, the measures of the Corona Tax Assistance Acts that will support taxpayers’ liquidity and innovations in the field of corporate taxation (restructuring and international tax law) are explained.
Short-time work – useful additions to employment contracts
In times of the COVID-19 pandemic, short-time work is an important instrument to alleviate the negative economic consequences for all concerned. The parties to the employment contract may make provision for the introduction and organization of short-time work in the contracts concluded between them. Against this background, all companies are recommended to check their sample […]