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Commercial and corporate law

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.

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.

Choice of legal form

Choice of legal form

JR advises its 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, JR advises 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 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.

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?

25 years of experience

Also in this area JR can look back on many years of consulting experience.

Your experts in real estate law

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.

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