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 […]
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 […]
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 […]
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 […]
Purchase price with earn-out – advantageous taxation or not?
In its ruling dated 9 November 2023 (case no. IV R 9/21), the BFH decided on the taxation of so-called earn-out payments that these purchase price components are (only) taxable as subsequent business income at the time of receipt. This raises the further question of whether the agreement of earn-out payments as a whole jeopardizes […]
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 […]
Dependent employment of the shareholder-managing director of a GmbH, status procedure and change in actual circumstances
The Federal Social Court ruled on 29 March 2022 (case reference: B 12 KR 1/20 R) that the status determination notice is an administrative act with permanent effect that can be revoked with retroactive effect in the event of a significant change in factual or legal circumstances.
Future financing act – new tax benefits for employee participation programs
From 1 January 2024, employee participation programs may fall more frequently under the benefits of § 19a German Fiscal Code (Einkommensteuergesetz – EStG) (special provision for income from employment in the case of asset participations –Sondervorschrift für Einkünfte aus nichtselbständiger Arbeit bei Vermögensbeteiligungen) and therefore benefit from the associated tax advantages.