According to consistent case-law of the Federal Court of Justice [Bundesgerichtshof – BGH], shareholders can assert certain claims against a fellow partner as litigants in the way of “actio pro socio”. Up to now, it had been a matter of dispute whether or not the limited partner of a GmbH & Co KG is also granted the right to assert claims of a limited partnership against a third-party managing director of the GmbH & Co KG’s general partner. In its decision II ZR 255/16 dated 19.12.2017, the BGH denied this right.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-09-21 09:30:352019-09-05 15:52:01LIMITED PARTNER OF A GMBH & CO. KG HAS NO RIGHT OF ACTION AGAINST A THIRD-PARTY MANAGING DIRECTOR OF THE GMBH & CO. KG’S GENERAL PARTNER
As of 6 January 2018, under the Remuneration Transparency Act [Entgelttransparenzgesetz – EntgTranspG], employees can demand information from their employer about the remuneration of colleagues of the opposite sex working in the same or an equivalent occupation. What is important and how can you keep bureaucracy to a minimum?
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-09-21 09:20:012019-09-05 16:25:50INFORMATION RIGHT UNDER THE REMUNERATION TRANSPARENCY ACT
The years of criticism of the case law of the 7th Senate of the Federal Labor Court [Bundesarbeitsgericht – BAG] by the Regional Labor Courts and the literature have shown their effect: On 6 June 2018, the Federal Constitutional Court [Bundesverfassungsgericht – BVerfG] overruled the BAG’s previous case law on the prohibition of pre-employment in the case of unfounded time limits, leaving legal uncertainty behind. The three-year limit developed and applied by the BAG contradicts the Constitution, according to the BVerfG.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-09-21 09:10:452019-09-05 17:17:25THE FEDERAL CONSTITUTIONAL COURT HAS RULED: THE RESTRICTION OF “PREVIOUS EMPLOYMENT” BY THE FEDERAL LABOR COURT IS NOT COMPATIBLE WITH THE GERMAN CONSTITUTION
There is hardly another topic which is monitored in tax audits as closely as the entitlement to input tax deduction for holding companies. The following article illustrates what has to be taken into account and shows which possibilities in terms of structure may potentially arise for the companies concerned.
If a limited liability company is transformed into a company constituted under Civil Law, the question arises, whether it is required to enter the GbR and its shareholders into the commercial register. In practice, such entries have continuously been made, however, the Federal Court of Justice has now negated the necessity of entry. In the same case, it also had to decide on the liability consequences arising from a possibly incorrect entry that had been made.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-07-02 09:50:232019-09-09 10:06:53NO ENTRY OF A GBR AFTER CHANGE OF LEGAL FORM FROM A GMBH
Notwithstanding an earlier statement, the Federal Fiscal Court decided in three rulings that excessive payments of remuneration by a limited liability company to an affiliated person of a shareholder are to be recorded for income but not for gift tax purposes. Nevertheless, a double tax burden cannot be ruled out, since the BFH does not exclude a generous donation in the relationship between the shareholder and his affiliated person.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-07-02 09:40:272019-09-09 10:22:50GIFT TAX ON HIDDEN PROFIT DISTRIBUTIONS – DOUBLE BURDEN OF INCOME AND GIFT TAX?
LIMITED PARTNER OF A GMBH & CO. KG HAS NO RIGHT OF ACTION AGAINST A THIRD-PARTY MANAGING DIRECTOR OF THE GMBH & CO. KG’S GENERAL PARTNER
/in 2018 Q3/by Ester HahnAccording to consistent case-law of the Federal Court of Justice [Bundesgerichtshof – BGH], shareholders can assert certain claims against a fellow partner as litigants in the way of “actio pro socio”. Up to now, it had been a matter of dispute whether or not the limited partner of a GmbH & Co KG is also granted the right to assert claims of a limited partnership against a third-party managing director of the GmbH & Co KG’s general partner. In its decision II ZR 255/16 dated 19.12.2017, the BGH denied this right.
INFORMATION RIGHT UNDER THE REMUNERATION TRANSPARENCY ACT
/in 2018 Q3/by Ester HahnAs of 6 January 2018, under the Remuneration Transparency Act [Entgelttransparenzgesetz – EntgTranspG], employees can demand information from their employer about the remuneration of colleagues of the opposite sex working in the same or an equivalent occupation. What is important and how can you keep bureaucracy to a minimum?
THE FEDERAL CONSTITUTIONAL COURT HAS RULED: THE RESTRICTION OF “PREVIOUS EMPLOYMENT” BY THE FEDERAL LABOR COURT IS NOT COMPATIBLE WITH THE GERMAN CONSTITUTION
/in 2018 Q3/by Ester HahnThe years of criticism of the case law of the 7th Senate of the Federal Labor Court [Bundesarbeitsgericht – BAG] by the Regional Labor Courts and the literature have shown their effect: On 6 June 2018, the Federal Constitutional Court [Bundesverfassungsgericht – BVerfG] overruled the BAG’s previous case law on the prohibition of pre-employment in the case of unfounded time limits, leaving legal uncertainty behind. The three-year limit developed and applied by the BAG contradicts the Constitution, according to the BVerfG.
EVERGREEN: HOLDING COMPANIES AND INPUT TAX DEDUCTION
/in 2018 Q2, 2018 Q2/by Ester HahnThere is hardly another topic which is monitored in tax audits as closely as the entitlement to input tax deduction for holding companies. The following article illustrates what has to be taken into account and shows which possibilities in terms of structure may potentially arise for the companies concerned.
NO ENTRY OF A GBR AFTER CHANGE OF LEGAL FORM FROM A GMBH
/in 2018 Q2/by Ester HahnIf a limited liability company is transformed into a company constituted under Civil Law, the question arises, whether it is required to enter the GbR and its shareholders into the commercial register. In practice, such entries have continuously been made, however, the Federal Court of Justice has now negated the necessity of entry. In the same case, it also had to decide on the liability consequences arising from a possibly incorrect entry that had been made.
GIFT TAX ON HIDDEN PROFIT DISTRIBUTIONS – DOUBLE BURDEN OF INCOME AND GIFT TAX?
/in 2018 Q2/by Ester HahnNotwithstanding an earlier statement, the Federal Fiscal Court decided in three rulings that excessive payments of remuneration by a limited liability company to an affiliated person of a shareholder are to be recorded for income but not for gift tax purposes. Nevertheless, a double tax burden cannot be ruled out, since the BFH does not exclude a generous donation in the relationship between the shareholder and his affiliated person.