Choice of law — Rome I and the CISG trap
A governing law clause does not do everything: it neither excludes the CISG nor decides which court hears the dispute nor overrides mandatory provisions. How to draft it well.
Planning to set up a GmbH or already operating on the German market? We help choose the right legal form, guide you safely through registration and day-to-day business — negotiating contracts, advising on investment projects and representing you in disputes. All explained in plain English.
We mainly support companies entering or already active on the German market: construction and manufacturing, transport and logistics, trade and e-commerce, IT and crafts — from the first step to restructuring, including foreign shareholders.
Who becomes shareholder, who managing director, and in a group structure — how to structure relations with the parent company.
We draft the articles for your situation: shareholder rights, representation, share transfers.
Formation requires notarisation — we organise the appointment and accompany you, with interpretation if needed.
Share capital is EUR 25,000, with at least EUR 12,500 paid in before registration. The bank account is often the practical hurdle — we know proven solutions.
Upon registration the company gains full limited liability protection.
Trade registration, tax and VAT numbers, transparency register, contract templates and first hires.
The most recognised form for partners, banks and authorities. The EUR 25,000 capital builds credibility in business.
Possible from EUR 1 capital, but with a reserve obligation up to the GmbH threshold. Good on a small budget, sometimes seen as weaker.
Operating in Germany without a new legal entity — registering a branch of your foreign company. Different tax and practical consequences — we compare with numbers.
Personal liability of the managing director, e.g. for timely insolvency filing. The ban on self-dealing (sec. 181 BGB) without exemption in the articles. Social security status of a shareholder-director — mistakes are retroactively expensive. A serviceable business address — neglect risks default judgments. Register duties on every change. We secure all of this before you sign.
We draft and negotiate contracts and general terms — in German, with your interests in mind.
Employment contracts for the first employees, posting of workers, cooperation with temp agencies.
Your company’s unpaid invoices — from demand letter to enforcement. See debt collection →
We represent the company in court and arbitration — with a business calculation of whether litigating pays off.
Advising on larger ventures — from structure to partner agreements.
Changes in management and shareholders, conversions and — where needed — orderly liquidation.
Everything to prepare before the notary appointment: documents, costs, deadlines and the most common registration pitfalls.
There is no statutory residence requirement. In practice what matters is the company’s reachability at its German address and the tax questions around the place of management — we address both when planning the structure.
Usually a few weeks from complete documents: notary appointment, capital payment and commercial register entry. Good organisation of the bank account speeds things up — we help with that.
It depends on your business model, taxes and what your partners expect. A GmbH gives a German face and clean separation of risk, a branch a leaner structure. We compare both options using your numbers.
A UG can be formed from EUR 1 of capital but must build reserves up to the GmbH threshold and is sometimes seen as weaker. The GmbH with EUR 25,000 capital is the market standard that builds trust with banks and partners.
An international company needed a German corporate lawyer for changes in its managing directors. We handled the process from resolutions to commercial register filings.
A governing law clause does not do everything: it neither excludes the CISG nor decides which court hears the dispute nor overrides mandatory provisions. How to draft it well.
A1 certificates, customs notification, minimum wage, audit documentation and liability in the subcontractor chain.
When a branch beats a GmbH: registration, liability, taxes and practice.
Tell us about your plans — we will propose a structure, timeline and budget. Concretely and clearly.
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