Corporate & governance
Entering the German market starts with choosing an organisation that suits the proposed activity, ownership and funding. We advise founders and international groups on subsidiaries, branches and corporate structures.
Scope of our advice
Options include a GmbH, UG (haftungsbeschränkt), stock corporation and partnership structures. We coordinate articles, shareholder arrangements, management appointments and the legal steps for registration. Tax treatment, regulated activities and banking requirements must be assessed alongside corporate law.
What needs attention
Do not treat incorporation as a substitute for licences or operational compliance. Contracts signed before registration and the handling of initial capital can create personal or corporate risks.
Choosing and implementing the German structure
Entity choice should follow the planned activities, shareholder profile, financing and expected exit. A subsidiary, branch or partnership creates different governance and liability questions. We work through signing authority, management location, ownership transparency and the relationship with the overseas parent. Standard formation documents may suit a simple structure but often do not resolve investor controls, succession or competing business interests. Tax and accounting advice should be coordinated before the structure is fixed, not added after incorporation.
How the legal work is organised
The implementation plan separates formation, registration and operational readiness. It identifies corporate approvals, powers of attorney, notarial documentation, capital contributions and the evidence needed from foreign shareholders. Banking, premises, employment and sector licences may follow different timelines. We also consider contracts made before registration and how authority will be documented once the entity starts trading. A useful handover includes the corporate records, signing rules, a register of required follow-up actions and clarity about which adviser is responsible for tax or regulatory registrations.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Foreign parent
An overseas group needs a German sales subsidiary. We assess entity choice, representation, shareholder approvals and the documentation required for the notarial process.
Practical approach. Foreign corporate evidence may need certification, translation or further authentication. Agree the document list with the notarial team early; otherwise a commercially agreed structure can be delayed by execution requirements.
Two founders
Founders contribute different amounts of cash and know-how. We address voting rights, vesting, IP ownership and a workable exit mechanism.
Practical approach. Ownership of pre-existing code, designs and customer materials should be documented before trading starts. The shareholders’ commercial understanding should be reflected consistently in both corporate documents and separate contribution arrangements.
Regulated activity
A newly formed company plans to provide financial services. We distinguish commercial registration from any separate authorisation needed before operations begin.
Practical approach. The launch timetable should include a licence decision and any restrictions on marketing or taking customer funds. Incorporation and an entry in the commercial register do not establish sector-specific permission.
Early customer contract
A founder signs before the company is registered. We analyse the contracting party and liabilities and document the subsequent assumption of obligations.
Practical approach. The review identifies who signed, the stage of formation and what the other party understood. A later company registration should not be assumed to resolve every earlier personal commitment automatically.
Preparing the first discussion
Provide an ownership chart, identification and corporate records for the proposed shareholders, the intended business activities and a funding plan. Explain who will manage the company and from which country. If contracts have already been signed, supply them early so that pre-registration commitments and assumptions about the contracting entity can be examined.
Related expertise
Shareholder agreements · Directors & board duties · Corporate disputes
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.