If you want to establish a company, I will advise and assist you in the formation process, from the choice of the form of company (PLC., LLC., etc.), the conclusion of a memorandum and articles of association (partnerships) to the public notarisation (if necessary) and the commercial register application.
If you already have a business (sole proprietorship, partnership) which you wish to incorporate into a new public limited company or limited liability company, I am available to advise you and prepare all the necessary contracts and documents for you.
Articles and Regulations
In most cases, standard articles of association are sufficient for public limited companies and limited liability companies, whereby the purpose is individualised and selective adjustments are made. I will be happy to support you in this process and, if desired, also create individual solutions.
In order to regulate the tasks, rights and duties of the board of directors in public limited companies, it is sometimes necessary to draw up regulations. I will be happy to assist you in drafting regulations tailored to your company.
Board of Directors / Management
I provide advisory services to the board of directors of public limited companies and the management of limited liability companies on all issues arising from the management of the company, for example:
- Rights and duties of the board of directors and the executive board respectively
- Procedure in the event of disputes
- Conclusion of contracts with third parties
- Contracts with related parties (shareholders/partners, managing directors/board members)
- Preparation of general meeting / shareholders’ meeting
- Procedure in case of underbalance / overindebtedness
Shareholders’ Agreement / Partners’ Agreement
I advise shareholders (public limited companies) and partners (private limited companies) on their rights and obligations and represent them in asserting these.
In the case of several shareholders (PLC.) or partners (LLC.), it is advisable to conclude a shareholders’ agreement or a partners’ agreement: voting commitment, dividend distribution, circle of partners/shareholders, continuity in case of incapacity to act, death and succession, etc.
Shareholders’ Meeting / General Assembly
I support the board of directors (PLC.) or the management (LLC.) in preparing and conducting shareholders’ meetings or general meetings.
Personnel changes in the board of directors or the management must be recorded in the commercial register. Employment contracts must be terminated, cancelled or amended if necessary.
The amendment or revision of the articles of association and the transfer of the domicile require a publicly notarised general meeting resolution (PLC.) or a publicly notarised shareholders’ resolution (LLC.). The transfer of the domicile within the same municipality does not require a publicly notarised resolution.
Conversion and restructuring
For restructurings, the law imposes requirements on the content of the necessary contracts and resolutions of the shareholders. I will be happy to advise and support your company, for example, in:
- the conversion of a PLC. into an LLC. or vice versa and further conversions
- the splitting of a LLC. or PLC. into two companies (e.g. in the case of a management buyout or sale of a part of a company)
- the merger of two companies (also parent-subsidiary merger and reverse merger)
Overindebtedness and insolvency
If your company is over-indebted, restructuring measures must be taken. If no restructuring measures can be taken or if they are not successful, the judge must be notified (notice of over-indebtedness, deposit of the balance sheet). Alternatively, a declaration of insolvency should be considered. I advise and accompany you in this process, also with regard to questions of corporate and possibly criminal liability.
Purchase, sale, company succession
If you want to buy or sell a company or a business, if you want to hand over your business to the next generation or if a management buyout is pending, I am at your disposal to handle all related issues. For valuation and clarification of tax consequences, I work together with experts.