Corporate law provides the legal framework within which businesses operate, grow, raise capital, and resolve internal conflicts. Corporate structures determine not only liability and tax exposure, but also governance efficiency, investor confidence, exit options, and the ability to adapt to changing business realities.
For international companies and founders, German corporate law presents both opportunities and complexity. Formal requirements, mandatory rules, and notarial procedures mean that corporate decisions must be planned carefully and executed precisely.
For many years, ab&d Rechtsanwälte has advised shareholders, managing directors, start-ups, and international groups on different aspects of German corporate law—from company formation and shareholder agreements to capital measures, and shareholder disputes.
Company Formation & Market Entry
Corporate Governance & Compliance
Corporate
Transactions
Shareholder & Management Disputes
Company Formation & Market Entry
Choosing the right corporate structure at the outset is a strategic decision. Legal form and capital structure influence liability exposure, financing options, and exit flexibility. We support international companies and founders throughout the establishment process—whether setting up a new entity or acquiring an existing German company.
Our scope of services:
- Advice on choosing the appropriate legal form (GmbH, UG, branch, partnership)
- Structuring operating models for international groups
- Drafting Articles of Association & SHA
- Preparation and coordination of notarial deeds
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Choosing the appropriate legal form
German corporate law offers several legal forms, each with materially different legal, commercial, and tax consequences. Choosing an unsuitable structure at the outset can create unnecessary friction, and often forces a later restructuring that could have been prevented with proper initial planning.
In addition, company formation in Germany is not a “paper exercise”. It is a formal, procedure-driven process requiring notarisation, commercial register filings, and coordinated steps with the relevant institutions. A clean setup from day one is therefore essential—not only for compliance, but also to ensure that the entity can operate, contract, and scale without procedural obstacles.
Relevant experience (examples)
- Advising international founders on GmbH vs. UG structures
- Structuring branch operations for foreign companies entering the German market
- Drafting Articles of Association and Shareholders’ Agreement for a coffee start-up with international roots
Corporate Governance & Compliance
Well-designed governance structures reduce conflict, clarify decision-making, and protect minority and majority interests alike. Shareholder relations often determine whether a company can grow smoothly—or becomes paralyzed by internal disputes.
Our scope of services:
- Drafting and negotiating shareholders’ agreements
- Structuring exit mechanisms, drag-along/tag-along rights, and vesting provisions
- Drafting non-compete and confidentiality clauses
- Preparing shareholders’ meeting agendas, minutes, and resolutions
- Drafting bilingual management board and supervisory board resolutions
- Designing governance rules for management and supervisory bodies
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Shareholders’ agreements and internal governance
Shareholders’ agreements complement statutory rules and Articles of Association by regulating voting rights, exits, deadlock mechanisms, and competition restrictions.
Relevant experience (examples)
- Drafting shareholders’ agreements for start-ups and family-owned companies
- Advising founders on vesting and leaver concepts
Shareholder meetings, resolutions, and compliance
German corporate law imposes strict formal requirements on resolutions and corporate decision-making.
Relevant experience (examples):
- Advising companies on governance compliance and documentation standards
- Drafting bilingual board and shareholder resolutions for an international construction group
Corporate Transactions
Corporate structures must evolve as businesses grow, raise capital, or reorganise operations. German corporate law provides multiple instruments—but improper execution can invalidate transactions or trigger liability.
Our scope of services
- Structuring and implementing share transfers
- Capital increases and reductions
- Convertible loans and hybrid financing instruments
Relevant experience (examples)
- Advising an entrepreneur on the spin-off of his business into a GmbH
- Advising a food-sector start-up on a capital increase
- Drafting share-transfer agreements for cross-border groups
- Advising a physiotherapy practice on admitting a new partner
- Advising a logistics company with multiple operating entities on restructuring