Corporate & governance
Group structures change as businesses grow, separate divisions or prepare for succession. We advise on mergers, demergers, changes of legal form, internal transfers and ownership transitions.
Scope of our advice
The structure must align corporate formalities with tax, employment, financing and regulatory requirements. In cross-border projects, the timetable depends on each jurisdiction’s procedures and protections for shareholders, creditors and employees.
What needs attention
A corporate reorganisation does not automatically transfer every permit, contract or security interest as intended. Map assets, liabilities and consents before choosing the transaction route.
Planning the legal route and operational continuity
A reorganisation begins with an accurate map of entities, assets, contracts, employees, licences and financing. A merger, demerger, change of legal form or individual transfer can produce different effects and formal requirements. We compare the proposed destination structure with the existing legal dependencies. Shared services, intra-group guarantees and minority interests frequently create issues that are not apparent from an organisation chart. Tax advice is integrated into the structure decision without assuming that a commercially convenient route is tax neutral.
How the legal work is organised
Implementation requires a coordinated sequence of approvals, documentation, registrations and operational handovers. We identify creditor, employee and shareholder workstreams and determine which obligations require consent or separate treatment. Family succession also needs a plan for voting, management, liquidity and the next generation’s involvement. A clear project schedule records conditions, responsibility and fallback options if a registration or consent is delayed. After completion, the corporate record and business-facing documents must match the new structure, including signing authority and contract administration.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Group simplification
A group wants to merge dormant subsidiaries. We identify outstanding liabilities and approvals before coordinating the formal process.
Practical approach. The transfer inventory should distinguish assets moving automatically under the selected route from items requiring further action. Licences and regulated permissions need specific review even where other positions pass with the business.
Family succession
An owner plans to transfer the company to the next generation. We address control, liquidity, management continuity and arrangements for other family members.
Practical approach. Agree how the outgoing owner remains involved and how future decisions will be made. Deferred consideration and financial support for family members should be tested against the company’s actual cash generation.
Change of legal form
A business seeks a structure suited to new investors. We assess governance, continuity and formal requirements alongside tax advisers.
Practical approach. The selected legal form should be tested against future governance, funding and exit plans. Coordinate formal steps and registration with tax advice, contracts and the practical changes needed in business documentation.
Cross-border move
A group proposes relocating a company within Europe. We coordinate local advice on the available conversion route and stakeholder protections.
Practical approach. The project plan should align the legal steps in each country and identify which advisers confirm local requirements. Registration, creditor and employee workstreams must be assessed before the move is treated as operationally complete.
Preparing the first discussion
Provide group charts, constitutional documents, asset and contract lists, financing arrangements, workforce information and the intended commercial outcome. For succession, explain who should own, manage and receive income from the business. Existing wills, shareholder restrictions and family arrangements should be reviewed by the appropriate advisers before a corporate transfer is treated as a complete succession solution.
Related expertise
Set up a German company · Shareholder agreements · Directors & board duties
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German Limited Liability Companies Act. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.