Commercial and corporate law

as well as Compliance and Corporate Governance

Company law in the sense understood here concerns the law of private law associations, i.e. in companies of a private law nature.

Business Partnership

This includes partnerships in particular: The general partnership is a commercial partnership with legal capacity in which at least two persons join together to operate a commercial business under a common name (the name of the merchant). In a civil law partnership, at least two founders join together to pursue a business purpose. A limited partnership is a trading company that operates a commercial business under a common name and in which at least one partner is liable without limitation and at least one partner is liable only with his or her contribution.

Corporations

One can also form the following corporations: In the public limited company (Plc.), the capital is raised by individual shareholders who have a stake in the company congruent to the value of their contribution. A private limited liability company (Ltd.) is a corporation whose share capital is divided into shares with capital contributions. The capital contributions are the maximum liability of the partners.

Choice of Legal Form and Real Estate Acquisition

If one disregards the private acquisition of real estate, companies that acquire real estate or real estate portfolios are used in commercial legal transactions almost exclusively. We advise our clients in connection with the right choice of legal form, which has to take account of accounting and tax influences. This applies in particular when foreign investors want to conduct their real estate transactions through German companies. We have a lot of experience in setting up and maintaining these structures for foreign investors. It is not just about large group structures, but about structuring opportunities for private individuals to optimise their real estate activities.

We advise our clients on the selection of the right legal form, the implementation and drafting of contracts for this legal form and the subsequent execution of economic activities through these legal forms. In doing so, we advise both partners and managers in the implementation of their interests and supervises corresponding legal proceedings, including arbitration proceedings.

Choice of legal form

Before choosing the legal form to be considered for the concrete economic activity, it is necessary to examine the advantages and disadvantages of each possible legal form in terms of corporate law and taxation:

Company forms

Civil law partnership
General partnership
Limited partnership
GmbH
Public limited company
Partnership limited by shares
registered cooperative

Important topics

Company foundation
Shareholders
Company assets
Partnership agreement
Shareholder Compensation
Change of shareholders

Commercial Law

International
INCOTERMS
CISG (Vienna Sales Law)
Choice of law
Place of jurisdiction
Forum shopping

FAQ on Commercial and corporate law

What do I have to consider in legal business?

Can it be recommended to acquire real estate as a company instead of as an individual person?

In the private sector, real estate is usually acquired by individuals or communities of individuals who have joined together, for example, in a civil law partnership. If the number of properties or the number of people involved in the acquisition process increases, the question arises as to whether it is better for an upstream company to acquire the properties. There are - and we have implemented a number of special constructions for this purpose - many different design variants to optimize this real estate acquisition in terms of civil law, corporate law, inheritance law and tax law.

I am a shareholder in a company with several shareholders in one or more properties. What can I do to terminate such an involvement?

Real estate companies in the legal form of a partnership under civil law, a limited liability company or a stock corporation, can in principle be terminated, cancelled, dissolved, etc. In this case, the general regulations under company law apply, which are laid down in the articles of association regarding the withdrawal of a partner to terminate the partnership, etc. In addition, there are tax issues (disclosure of hidden reserves etc.). Questions of inheritance law could be of importance. Finally, international company constructions on new legal forms (such as the european stock corporation for example) or cross-border mergers in companies of other legal forms (e.g. a French SARL etc.) could be useful and recommendable.

How do I act in cross-border transactions?

First of all, we recommend anticipatory advice in the preparation of contracts. Already at this point, the parties can make mistakes which can make the later handling of their business more difficult. So they already ask many questions:

Which law is applicable?
How do I secure my investments?
What does this security cost me?
Can I join forces with others to broaden my risk?
What do I have to consider?
Where could I sue?
Are state courts or arbitration tribunals recommended?
Where could I enforce a decision?

Compliance and Corporate Governance

We also draw on years of experience in the areas of compliance and corporate governance. We will be happy to advise you on any questions on these topics and assist you with any problems.

1. Compliance

Compliance has been on everyone's lips as a core topic in recent years. It generally means checking that all (legal) rules are adhered to when conducting one's own business. Compliance is becoming increasingly important not only for large companies, but also for small and medium-sized enterprises.

Creation of legal foundations and framework conditions
Tax and/or criminal law
Commercial Criminal Law
Criminal law advice and support
Elimination of irregularities, compliance with legal regulations
Inventory differences
Closing knowledge gaps about current laws and regulations
Prevention
Training and instruction
Stabilization of the business model
Proper corporate management (Corporate Governance)

The Role of Compliance

Without proof of compliance with recognized compliance rules, companies today are no longer allowed to bid for tenders. Therefore, small and medium-sized enterprises (SME) will also make efforts to be able to provide such proof. We advise companies on how to implement the extensive legal foundations and framework conditions of their business. In doing so, not only national, but in the cross-border area transnational regulations are included.

Criminal Law Support for a Penalty-Free Settlement

We advise on compliance issues in all areas of real estate in order to avoid problems with tax and law enforcement authorities or to support clients in the event of initiated proceedings. For this, criminal law support is particularly important in the case of investigations conducted by the authorities. Here, we are in contact with public prosecutors' offices and, due to its expertise in these areas, is able to end almost all proceedings without conducting criminal proceedings before the courts.

Corporate law as the core of economic activity

Company law in the sense of this document concerns the law of private law mergers, i.e. in companies of private law nature. These generally include partnerships such as general partnerships, civil law partnerships, limited partnerships, but also dormant partnerships and corporations such as stock corporations, limited liability companies and partnerships limited by shares. Apart from the private acquisition of real estate, in business legal relations almost exclusively companies are used which acquire real estate or real estate portfolios.

We advise our clients in connection with the correct choice of legal form, which must take account of accounting and tax influences. This is especially true when foreign investors want to conduct their real estate business through German companies. We have a lot of experience in establishing and maintaining these structures for foreign investors. This is not only about large corporate structures, but also about the possibilities for private individuals to optimize their real estate engagement.

Key Areas of Corporate Governance

The establishment of companies for foreign investors, capital increases or preparation of transactions are part of our core services. Furthermore, JR advises managing directors, business managers or shareholders on the legal implementation of their interests. Advice in the area of corporate mostly relates to smaller and medium-sized companies in the form of a Ltd. or Business Partnership. This also includes liability limitation mechanisms under foreign legal forms.

Legal Due Diligence as part of Corporate Governance

We advise clients on conducting legal due diligence. A due diligence is a very precise review of the current legal relationships in relation to e.g. upstream transactions. The entire legal relationship of one party to another or in relation to a takeover object is examined. This refers to all contracts, both of a private law and public law nature. We draw on 25 years of experience in this field.

Your experts in real estate law in Dusseldorf, Essen & Wuppertal

Whether attorney, arbitrator, experts in construction, banking or corporate law: JASPER attorneys provide highly specialized legal advice. We look forward to your call under +49(0)211 492590 or by mail to mail@jasper-law.com.