Real estate transfer tax in cases where signing and closing occur at different times
In its decision of 9 July 2025 (Az. II B 13/25), the German Federal Fiscal Court (Bundesfinanzhof – BFH) expressed doubts as to whether real estate transfer tax (Grunderwerbsteuer) may be assessed twice if the signing (entering into the purchase agreement) and closing (transfer of ownership of the shares) of an acquisition of shares in a German limited liability company (GmbH) occur at different times and the tax […]
Submission of a closing balance sheet in the event of conversions and its (tax) retroactive effect – an overview
The closing balance sheet of the transferring legal entity to be attached to the notification of a conversion with the commercial register can also be submitted at a later date, provided this is done promptly after the notification. This applies regardless of whether the subsequently submitted closing balance sheet had already been prepared at the […]
A managing director’s declaration on company letterhead is considered an action of the limited liability company
Anyone acting as a GmbH managing director on behalf of their company must ensure that it is clear to the contractual partner that they are not acting in their own name but as a representative of the company. The representation may also be apparent from the circumstances. However, if the representation is not sufficiently clear, […]
Information requests by a trustor in a German limited partnership
The German Federal Court of Justice (Bundesgerichtshof, BGH) has long recognized the right of a partner in a partnership to request information such as names, addresses, and shareholdings of the other shareholders and trustors. As these principles were developed by the BGH before the General Data Protection Regulation (GDPR) took effect, there was uncertainty regarding […]
Vesting clauses in employee participation programs put to the test
In March 2025, the Federal Labour Court (BAG) made two groundbreaking decisions that changed the legal situation for virtual option rights in employee stock option plans. Firstly, it declared certain forfeiture clauses for so-called vested virtual option rights to be invalid in the event of self-termination (BAG, judgment of 19 March 2025 – 10 AZR […]
The (pre-)registration obligations of a civil law partnership (GbR) under the MoPeG
The Act on the Modernization of Partnership Law (MoPeG) came into force on 1 January 2024, codifying the legal capacity of the GbR. In this process the so-called company register for the GbR was also introduced, comparable to the commercial register for partnerships and corporations. Registration of the GbR in the company register is generally […]
Loan waiver in crisis situations
The loss incurred as a result of a loan waiver to a corporation can be taken into account at shareholder level. A distinction must be made here between the recoverable and the non-recoverable portion of the loan, as only the latter can be recognized as a loss. If the waiver is made under a debtor […]
The introduction of Commercial Courts in Germany
The “Act to Strengthen Germany as a Location for Justice by Introducing Commercial Courts and English as the Language of the Courts in Civil Jurisdiction” (Justice Location Strengthening Act) came into force on 1 April 2025 and aims to increase Germany’s attractiveness as a location for international business and commercial disputes.
The new Reorganization Tax Decree
The Federal Ministry of Finance (BMF) published a new letter regarding the application of the German Reorganization Tax Act (Umwandlungssteuergesetz) (so-called Reorganization Tax Decree (Umwandlungssteuererlass)) on 2 January 2025. The regulations contained therein are binding for the tax authorities. The new decree replaces the previous reorganization tax decree dated 11 November 2011. The following article […]
Temporal scope of the new provisions on the liability of a GbR shareholder introduced by the Act on the Modernization of Partnership Law (MoPeG)
With the entry into force of the MoPeG on 1 January 2024, in the absence of special transitional provisions, § 721 sentence 1 BGB (liability of the shareholder for liabilities of a GbR), § 728 para. 1 BGB (claims of the departed shareholder for compensation and indemnification) and § 728b para. 1 BGB (five-year subsequent […]