“Check-the-box” elections for commercial partnerships in the pipeline
The Act to Modernize Corporate Income Tax Law is intended to eliminate the differences that currently exist in the taxation of partnerships and corporations. A central component of the bill is the introduction of a so-called option model (also known as “check-the-box” election), which in the future is to open up the possibility for commercial […]
Commercial tenancy law during “lockdown”
One year after the outbreak of the COVID-19 pandemic, still numerous legal questions remain. This applies, among other things, to commercial tenancy law, which continues to have considerable relevance for numerous retailers and service providers against the background of the second “lockdown”. In 2020, the case law on the rights of landlords and tenants was […]
Reform of the non-profit law
The Annual Tax Act (Jahressteuergestz) 2020 has made some important changes to non-profit law. The reform measures have resulted in better conditions for non-profit organizations and group structures in particular. There is also more legal certainty for non-profit service companies. This newsletter article focuses on the key reform measures and shows their practical relevance.
From the Maurach draft to the government draft – the next step in the modernization of partnership law
In our newsletter article of 30 June 2020, we outlined the key points of the so-called Maurach draft for the modernization of partnership law. On this basis, the government draft of a law to modernize partnership law (Gesetzes zur Modernisierung des Personengesellschaftsrechts – MoPeG) was published on 20 January 2021, thus taking another important step […]
Europe as a digitization engine for Germany’s new ground? Challenges of compatibility of the European Digitalization Directive with German company and registry law
On 10 February 2021, the German government presented a government draft for the implementation of the European Digitalization Directive. The Digitalization Directive is part of the 2019 Company Law Package of reforms to the 2017 European Company Law Directive. The subject of the draft is, in particular, the possibility to establish limited liability companies online […]
New possibilities of preventive business restructuring
On 1 January 2021, the Act for the further development of restructuring and insolvency law (Sanierungs- und Insolvenzrechtsfortentwicklungsgesetz, SanInsFoG) comes into force. Germany insolvency law will now provide a legal framework for pre-insolvency restructurings. Crisis-ridden companies have the possibility to negotiate with their creditors themselves and to reorganize themselves on the basis of a restructuring […]
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 […]
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 […]