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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.
JR advises its 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. JR 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.
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:
What do I have to consider in legal business?
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 JR has 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.
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.
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:
Also in this area JR can look back on many years of consulting experience.