The attorneys of ab&d Rechtsanwälte in Berlin advise you if you want to start a company. This includes all associated formalities such as participation agreement and articles of association. We will select the corporate form that is most convenient for your business activities and set up a suitable company agreement. Furthermore, our law office will support you with the additional contracts that are necessary when founding a company, for example managing director contracts or executive contracts. We also offer consulting for appointments and dismissals of managing directors, authorized officers, managing boards and supervisory boards.
As we are well connected to the start-up scene of Berlin, we are also specialized in legal advice for start-up and investors.
- Forming a GmbH
- Forming an AG
- Forming a GbR
- Forming a KG
- Solving disagreements in company formation and restructuring
Questions about starting a business?
Forming a GmbH
A GmbH can be formed by one or more persons. With the first draft of the company agreement legally occurs an independent precursor of the GmbH. This so called Vorgründungsgesellschaft (which can be roughly translated as a pre-foundaction company) is commonly qualified as single company, GbR or OHG. During this period, all involved persons are liable with their private assets. Another risk is the choice of the company name as the non-infringement of third party rights has to be considered. We are also specialized in trademark law, therefore we are capable of checking if your chosen company name is compatible with the law.
After the notary certification of the articles of association the GmbH i.G. is formed. During this period the company is only allowed to do business affairs that are necessary for the final foundation of the GmbH. The foundation of the GmbH is concluded with the inscription at the commercial register. Normally, it takes between one and three weeks to conclude the registration.
We assist you in the conception of the articles of association, financing and founding and, if necessary, also take care of the representation of trademark interests.
Forming an AG
The foundation of an AG can be done by one or more persons. Besides a management board, a supervisory board is necessary for an AG. The supervisory board consists of 3 persons minimum and is responsible for regularly controlling the management board.
After the notarization of the articles of incorporation a so called Vor-AG (pre-AG) is formed. During this period, those acting on behalf of the AG are liable with their personal assets. Like the Vor-GmbH, the Vor AG is qualified as GbR or OHG depending on the extent of their business activities. For the inscription at the commercial register, the notarized articles of incorporation and detailed information on the persons of the supervisory board and management board are necessary. In addition, proof for the payment of the share capital must be available. In addition, the AG must also be registered at the responsible trade office.
If you have any further question about the foundation of an AG or the conversion of another company form into an AG, do not hesitate to contact us for a detailed consultation.
Forming a GbR
The GbR is one of the simplest company forms because the foundation happens automatically when two or more shareholders pursue a common goal without being organized otherwise. Neither an inscription at a register nor a share capital are necessary. However, for commercial activities a trade registration must be made. For shareholders, the GbR is associated with risks because they are externally liable with their entire private assets. Even if an article of associations is not mandatory, we would recommend creating one. Thereby internal contingent liabilities, the representation of the company, cancellation rights, severance packages and regulations in event of the death can be determined. A GbR will be automatically transformed into an OHG when an entirely commercial business is exercised. As an unlimited company, the GbR is not obligated to report a balance sheet. The GbR can determine profits and losses after the cash method of accounting.
Forming a KG
The limited partnership combines the advantages of two worlds. It has all benefits of a private company, especially the accounting advantages and tax advantages. However, the KG is partly limited in liability. The limited partners are only liable with their capital contribution. In case of a GmbH & Co. KG, the general partner is the GmbH to minimalize the liability risks for the limited partners.
At least one general partner and one limited partner are required to form a KG. The general partners are liable without any restriction whereas the limited partners are only liable with their capital contribution. A share capital is not legally required. The limited partnership is formed after the inscription at the commercial register. Even if an article of associations is no mandatory, we would recommend creating one to fix important agreements between the partners.
The general partner represents the company and acts as management director. The limited partners only have a say in extraordinary business, as long as there are no other arrangements written in the article of associations. Therefore, the KG is especially suitable for family business where not every family member wants to take over an active part in the company. A GmbH & Co. KG also combines the advantages of a private company with a limitation of liability. In general, the KG offers great advantages for the expansion of the company because investors can be easily included as limited partners.
Solving disagreements in company formation and restructuring
When forming a company, there is a potential for individual problems. Especially when drafting the articles of associations, participation agreement or other contracts, it can come to disagreements between the partners. For a fast and competent solution, we will develop proposals for an effective settlement of the dispute. If these remain unsuccessful, we advise, accompany and represent you in the subsequent legal proceedings and assist you at handling disputes in and liquidation of your company.