Corporate law

Company law is not a single law, but regulates the internal and external relationships of companies in Germany. In this context, the general provisions of the Civil Code also extend to other forms of companies, unless a special law (lex specialis) provides otherwise.Partnerships are not legal persons and therefore do not have their own legal personality under the law, although in practice – with the exception of the silent partnership – they are bearers of rights and obligations independent of their membership: GbR Gesellschaft bürgerlichen Rechts, PartG Partnerschaftsgesellschaft, oHG offene Handelsgesellschaft, Partenreederei EWIV Europäische wirtschaftliche Interessenvereinigung, KG Kommanditgesellschaft, Stille Gesellschaft.The corporations are legal entities: GmbH limited liability company, AG public limited company, KGaA partnership limited by shares, SE European public limited company eG registered cooperative, SCE European cooperative, REIT-AG public limited company, exclusive activity in the real estate sector. The registered association (e. V.) and the foundation with legal capacity are also independent legal entities, but not corporations. The association has members, but not necessarily assets. The foundation with legal capacity has assets permanently dedicated to the foundation’s purpose, but no members, partners or owners. In addition, there are mixed forms which are composed of several companies (corporations and partnerships). In this case, a corporation or foundation acts as the personally liable partner of a partnership or KGaA:More recently – especially in the wake of recent supreme court rulings according to which companies founded in the EU must be recognised in other EU member states due to the freedom of establishment under European law even if these companies move their effective administrative headquarters to another EU country – there are also increasingly mixed forms with foreign company forms (e.g. Limited & Co. KG).

Within the framework of our many years of expertise, we will be happy to advise you.

Corporate law

Company law is not a single law, but regulates the internal and external relationships of companies in Germany. In this context, the general provisions of the Civil Code also extend to other forms of companies, unless a special law (lex specialis) provides otherwise.Partnerships are not legal persons and therefore do not have their own legal personality under the law, although in practice – with the exception of the silent partnership – they are bearers of rights and obligations independent of their membership: GbR Gesellschaft bürgerlichen Rechts, PartG Partnerschaftsgesellschaft, oHG offene Handelsgesellschaft, Partenreederei EWIV Europäische wirtschaftliche Interessenvereinigung, KG Kommanditgesellschaft, Stille Gesellschaft.The corporations are legal entities: GmbH limited liability company, AG public limited company, KGaA partnership limited by shares, SE European public limited company eG registered cooperative, SCE European cooperative, REIT-AG public limited company, exclusive activity in the real estate sector. The registered association (e. V.) and the foundation with legal capacity are also independent legal entities, but not corporations. The association has members, but not necessarily assets. The foundation with legal capacity has assets permanently dedicated to the foundation’s purpose, but no members, partners or owners. In addition, there are mixed forms which are composed of several companies (corporations and partnerships). In this case, a corporation or foundation acts as the personally liable partner of a partnership or KGaA:More recently – especially in the wake of recent supreme court rulings according to which companies founded in the EU must be recognised in other EU member states due to the freedom of establishment under European law even if these companies move their effective administrative headquarters to another EU country – there are also increasingly mixed forms with foreign company forms (e.g. Limited & Co. KG).

Within the framework of our many years of expertise, we will be happy to advise you.