Our last newsletter (edition 2019|Q3) had already addressed two Supreme Court decisions concerning the employment of an externally hired managing director of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH]. This article supplements the thematic complex, because in its ruling of 20 August 2019 (case no. II ZR 121/16), the Federal Court of Justice [Bundesgerichtshof – BGH] decided what consequences would arise if an employment contract with a managing director of a GmbH was not effectively concluded.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-12-19 09:10:002019-12-19 12:40:41BASIC PRINCIPLES OF DEFECTIVE EMPLOYMENT RELATIONSHIP APPLICABLE TO AN EMPLOYMENT CONTRACT OF A MANAGING DIRECTOR OF A GMBH
Securing the preservation of the company, maintaining family peace and protecting the economic hedging of all family members – in order to achieve these goals, an entrepreneur should deal with succession plans at an early stage and should not rely on the statutory provisions on succession. When drafting the articles of association and then also when drafting the testamentary disposition, there are various structuring possibilities, some of which are explained below.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-09-30 10:00:592019-09-30 16:36:15USEFUL REGULATIONS IN AN ENTREPRENEUR’S LAST WILL
Shares in corporations, except shares in non-member States, are granted tax concessions for inheritance and gift tax purposes if the testator or the donor directly held more than 25 % of the nominal capital of a company. The threshold of 25 % also applies to the question of whether so-called administrative assets are involved. Pool agreements make it possible to achieve the required quota. The German Federal Fiscal Court [BFH] clarified what needs to be considered in this respect.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-09-30 09:50:582019-09-30 10:23:17POOL AGREEMENTS – HOW TO OVERCOME THE INHERITANCE TAX HURDLE OF 25 %!
On 20 March 2019, the Federal Ministry of Justice and Consumer Protection submitted a draft bill on ARUG II, the legislative act implementing the Second EU Shareholders’ Rights Directive. Compared to the initial draft bill published last autumn, some considerable changes have been incorporated.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-09-30 09:40:042019-09-30 15:43:47FEDERAL GOVERNMENT ADOPTS DRAFT BILL ON IMPLEMENTATION OF SECOND EU SHAREHOLDERS’ RIGHTS DIRECTIVE (ARUG II)
Two current decisions are addressing the question, whether an (externally hired) managing director of a limited liability company can be regarded as employee. While being denied by the Federal Labor Court in its decision of 21 January 2019 (file no. 9 AZB 23/18), the Federal Court of Justice grants an externally hired managing director the status of an employee (decision of 26 March 2019, file no. II ZR 244/17). Nonetheless, the two decisions are not contradictory.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-09-30 09:30:582019-09-30 10:46:15AN (EXTERNALLY HIRED) MANAGING DIRECTOR OF A GMBH ACTING AS AN EMPLOYEE?
In spring 2019, the European Court of Justice (ECJ) decided that in certain constellations a deferral of payment of the tax payable in the event of a transfer of domicile (section 6 German Foreign Transaction Tax Act) must also be granted when relocating to Switzerland, i.e. also in relation to a third country. This results from the Agreement on the Free Movement of Persons, which was concluded between the member states of the EU and Switzerland in 1999.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-09-30 09:20:362019-09-30 11:24:40LATEST NEWS ON EXIT TAXATION: IMMEDIATE TAXATION OF BUSINESS SHARES UPON TRANSFER OF DOMICILE TO SWITZERLAND DISPROPORTIONATE ACCORDING TO ECJ
BASIC PRINCIPLES OF DEFECTIVE EMPLOYMENT RELATIONSHIP APPLICABLE TO AN EMPLOYMENT CONTRACT OF A MANAGING DIRECTOR OF A GMBH
/in 2019 Q4, 2019 Q4/by Ester HahnOur last newsletter (edition 2019|Q3) had already addressed two Supreme Court decisions concerning the employment of an externally hired managing director of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH]. This article supplements the thematic complex, because in its ruling of 20 August 2019 (case no. II ZR 121/16), the Federal Court of Justice [Bundesgerichtshof – BGH] decided what consequences would arise if an employment contract with a managing director of a GmbH was not effectively concluded.
USEFUL REGULATIONS IN AN ENTREPRENEUR’S LAST WILL
/in 2019 Q3/by Ester HahnSecuring the preservation of the company, maintaining family peace and protecting the economic hedging of all family members – in order to achieve these goals, an entrepreneur should deal with succession plans at an early stage and should not rely on the statutory provisions on succession. When drafting the articles of association and then also when drafting the testamentary disposition, there are various structuring possibilities, some of which are explained below.
POOL AGREEMENTS – HOW TO OVERCOME THE INHERITANCE TAX HURDLE OF 25 %!
/in 2019 Q3/by Ester HahnShares in corporations, except shares in non-member States, are granted tax concessions for inheritance and gift tax purposes if the testator or the donor directly held more than 25 % of the nominal capital of a company. The threshold of 25 % also applies to the question of whether so-called administrative assets are involved. Pool agreements make it possible to achieve the required quota. The German Federal Fiscal Court [BFH] clarified what needs to be considered in this respect.
FEDERAL GOVERNMENT ADOPTS DRAFT BILL ON IMPLEMENTATION OF SECOND EU SHAREHOLDERS’ RIGHTS DIRECTIVE (ARUG II)
/in 2019 Q3/by Ester HahnOn 20 March 2019, the Federal Ministry of Justice and Consumer Protection submitted a draft bill on ARUG II, the legislative act implementing the Second EU Shareholders’ Rights Directive. Compared to the initial draft bill published last autumn, some considerable changes have been incorporated.
AN (EXTERNALLY HIRED) MANAGING DIRECTOR OF A GMBH ACTING AS AN EMPLOYEE?
/in 2019 Q3/by Ester HahnTwo current decisions are addressing the question, whether an (externally hired) managing director of a limited liability company can be regarded as employee. While being denied by the Federal Labor Court in its decision of 21 January 2019 (file no. 9 AZB 23/18), the Federal Court of Justice grants an externally hired managing director the status of an employee (decision of 26 March 2019, file no. II ZR 244/17). Nonetheless, the two decisions are not contradictory.
LATEST NEWS ON EXIT TAXATION: IMMEDIATE TAXATION OF BUSINESS SHARES UPON TRANSFER OF DOMICILE TO SWITZERLAND DISPROPORTIONATE ACCORDING TO ECJ
/in 2019 Q3/by Ester HahnIn spring 2019, the European Court of Justice (ECJ) decided that in certain constellations a deferral of payment of the tax payable in the event of a transfer of domicile (section 6 German Foreign Transaction Tax Act) must also be granted when relocating to Switzerland, i.e. also in relation to a third country. This results from the Agreement on the Free Movement of Persons, which was concluded between the member states of the EU and Switzerland in 1999.