Commercial and corporate law governs how a company is structured, who decides, who is liable and how shares are transferred. Errors in this foundation usually only become apparent years later — in shareholder disputes, in acquisitions, or in a crisis.
Commercial and corporate law governs how a company is structured, who decides, who is liable and how shares are transferred. Errors in this foundation usually only become apparent years later — in shareholder disputes, in acquisitions, or in a crisis.
Clience.Legal is led by a Certified Specialist in Commercial and Corporate Law (title awarded by the Nuremberg Bar Association) and designs these structures so that they hold up even under pressure.
Table of Contents
The course is set early in corporate law: when choosing the legal form, in the articles of association, in the managing director’s service contract, and in the question of who holds which shares. Those who handle these points with template documents from the internet save money in the first year and pay it back many times over in the event of a conflict.
Legal effects arise even before registration. The pre-formation company, in which the founders work together before notarization, is a separate company under corporate law — with personal liability of those involved. Anyone who signs contracts during this phase should know what they are answerable for.
The ongoing structure also needs to be maintained. The Act on the Modernization of the Law on Partnerships (MoPeG) introduced changes as of January 1, 2024 that affect partnerships and their partners. Such changes go unnoticed as long as everything is going well — and become costly once it no longer is.
The path to a GmbH follows clearly defined phases: the pre-formation company, the pre-GmbH (Vor-GmbH) after notarization, and finally the registered GmbH. Each phase has its own liability rules. The share capital and how it is paid in are prescribed by law (§§ 4, 5 GmbHG govern the company name and share capital); the managing directors are appointed and employed separately.
In practice, what matters is less the formation itself than what comes afterwards: shareholder resolutions, allocation of powers, consent requirements for risky transactions, and the question of how shareholders part ways in the event of a dispute. We design these provisions so that they work when it matters.
In external relations, liability towards third parties is generally limited to the company’s assets (§ 13, paragraph 2, GmbHG). In internal relations, the managing director, on the other hand, can be personally liable if he acts negligently or violates his management duties (§ 43, paragraph 1, GmbHG). Contrary to general expectations, the managing director must prove that he is not at fault.
Anyone who understands this allocation can shape it: through clear allocation of responsibilities, documented shareholder instructions, consent requirements and — where appropriate — limitations of liability and insurance solutions. Details can be found on our page on managing director liability.
Book a Consultation
15 to 20 minutes, by phone or video — no obligation — including a free initial assessment.
Table of Contents
GmbH, UG or holding company — the legal form should suit your financing, liability and tax planning.
You want to settle voting rights, buyout payments, vesting and exit scenarios clearly in advance.
Sole proprietorships, GbR or OHG are to be converted into a GmbH or UG.
M&A transactions require thorough due diligence and reliable contracts.
ESOP or VSOP programs are intended to retain talent without giving up control.
Advice on legal form, articles of association, managing director’s service contract, company car policy.
Establishment of parent and subsidiary companies as UG or GmbH.
Converting sole proprietorships, GbR or OHG into a GmbH or UG.
Design and implementation of ESOP and VSOP programs.
Trust agreement, trustee, transparency register and ongoing setup.
Defective resolutions, information rights, removal from office and exclusion of shareholders.
Brief introductory conversation, digital and non-binding.
Secure and digital, with no paperwork at all.
Analysis of your situation with clear recommendations.
Efficient, location-independent and personal.
It depends on liability, financing, the group of shareholders and growth plans. We will clarify this in the free initial consultation and recommend the structure that suits your plans — not the one that can be registered the fastest.
Yes. Before notarization, a pre-formation company exists in which the founders are personally liable. Only upon registration does the GmbH come into existence as a legal entity with the statutory limitation of liability.
The Act on the Modernization of the Law on Partnerships came into force on January 1, 2024 and comprehensively reorganized the law governing partnerships. Existing partnership agreements should be reviewed accordingly.
Yes. We design holding structures with a parent and subsidiary company in the legal form of a UG or GmbH, including the necessary contracts and resolutions. We coordinate tax issues with your tax advisor — we do not replace them.
We first examine the initial and target structures, draft the necessary contracts and resolutions, and support the implementation through to registration. Tax services are not included.
Attorney, Certified Specialist in Commercial and Corporate Law
Darius Dubiel is a Certified Specialist in Commercial and Corporate Law with a particular focus on compliance advisory, restructuring, insolvency law, digitalization and the use of artificial intelligence (AI) in a corporate context. He specializes in corporate law, legal support for coaches and questions of insolvency and restructuring law. Another focus is representing coaches and educational providers in proceedings concerning the Distance Learning Protection Act (FernUSG), ZFU approval and refund claims by customers.
Please describe your request — we will professionally assess it in the free initial consultation and show you the next steps.
