Services for Companies and Entrepreneurs

Capital transactions involve changes to the capital structure. Changes to the capital structure of a corporation can be effected through cash or in-kind contributions, the repayment of contributions, or the appropriation of contributions; in such cases, the number or par value of the shares or stock typically changes. Capital can be injected from external sources, but a measure to strengthen equity can also be carried out using the company's own funds. In the case of in-kind contributions, it should be noted that the valuation of in-kind contributions is subject to legal requirements and uncertainties, which is why coordination with tax advisors and auditors on the value is indispensable in order to avoid tax and accounting risks. In certain constellations, the need for a valuation may possibly be mitigated.

Capital transactions may also be required in special situations, for example in connection with a merger or the contribution of shares in other companies to effect a tax-neutral share swap. Tax advisors and legal advisors of the parties involved are welcome to contact the notary in advance as a point of contact for planning and structuring the process – we hereby offer this.

When buying or selling a company – whether through the transfer of shares (share deal) or the sale of individual assets (asset deal) – the notary ensures a legally secure and transparent design of the entire transaction process. The notary notarizes the business purchase agreement and accompanies the multidisciplinary preparations of the transaction advisors in advance. In all phases of the transaction, the notary ensures an orderly process through to closing.

In transactions, the notary is needed as an impartial and competent official who is available, reliable, and on whom the parties can depend. Discretion and confidentiality are a matter of course. We cover the related topics including financing and register execution, as well as the downstream post-merger integration measures.

The transformation of companies refers, on the one hand, to the restructuring of companies through the transfer of assets – primarily mergers, demergers, and asset transfers – and, on the other hand, to the change of legal form as a change of corporate form while retaining the entity's identity. The types and subtypes offer a wide range of possibilities. These processes are complex and become even more complex when a cross-border merger, demerger, or change of legal form is to be carried out. In cross-border processes, the transformation takes place across national borders; from a German perspective, outbound and inbound transformations are conceivable.

Corporate agreements primarily include control agreements and profit transfer agreements, as well as combinations of these types of agreements. Business lease and business transfer agreements are comparatively less common. The notary must oversee the process, in part because resolutions approving corporate agreements require notarization and registration with the commercial register is necessary.

We ensure a legally secure and clearly structured process and maintain contact with the competent commercial register. When concluding a corporate agreement, what matters is entry in the commercial register – we take care of that. We coordinate the details with your tax advisor as desired. Please feel free to send us the information about your project – most easily digitally via our website or by email.

Routine corporate governance refers to the ongoing corporate law support provided to a company in its day-to-day operations. Notaries ensure that the desired measures are correctly implemented and properly entered in the commercial register. The ongoing involvement of a notary has the advantage that the notary is familiar with the company or corporate group from multiple transactions and can significantly reduce the workload on the company, the legal department, or the attorneys involved.

The scope of routine corporate governance is diverse and not exhaustively defined. It primarily involves support for measures concerning managing directors and board members, such as the appointment and removal of managing directors or board members, as well as changes to powers of representation. Furthermore, this area includes the preparation and notarisation of a wide variety of shareholder resolutions.

We relieve the parties involved and provide support with prompt appointments for notarial certification of signatures in connection with the signing of commercial register filings and powers of attorney, as well as with swift registration processing.

The areas of financing and collateral are intertwined. A person who needs financing is usually required to provide collateral. The notary is involved in the area of loan security when business shares are to be pledged as collateral or when real property is to be encumbered with a lien as collateral. We support you in all matters relating to loan security – from the pledging of business shares and the creation of real estate liens to the preparation of priority and notary certificates.

Please feel free to name me as the certifying notary to the financing bank so that the bank's documents are forwarded directly to us. Should you have already received the documents, we would appreciate you sending them to us – most easily digitally via our website or by email. The notarization appointment is then quickly scheduled.

The transfer of a company – whether within the family, to employees, or to a buyer on the open market – is one of the most important and sensitive decisions in an entrepreneur's life. The decision concerns very personal matters. At the same time, tax and legal considerations must be taken into account. Thoughts about succession are sometimes linked to the question of who should make the entrepreneurial (and personal) decisions in the event of a sudden incapacity due to illness or accident. This concerns the area of planning for the entrepreneur. An entrepreneur's power of attorney goes beyond an ordinary advance care directive with regard to the entrepreneurial decisions to be taken into account in terms of content.

Such a power of attorney should formally be a register power of attorney so that the authorized representative can sign commercial register applications or make declarations in land-registry-compliant form. The primary concern for entrepreneurs is always that the company's ability to act must be ensured. Any instability is economically risky and must be avoided. We will go over your ideas with you and prepare all the necessary documents for you. We will explain the various options available to you.

Clear inheritance law and corporate law provisions are essential in the entrepreneurial context to ensure that the transfer of corporate decision-making authority upon death is practically regulated. In addition to inheritance law succession, a transfer during the transferor's lifetime is also conceivable – for example, by way of anticipated succession or through the gift transfer of business shares. This can offer tax advantages, strengthen the motivation of the next generation, and at the same time secure the entrepreneur's position through targeted arrangements (e.g., usufruct or voting right reservations). We accompany you comprehensively in planning and implementing your business succession, the inter vivos transfer of business assets, and entrepreneurial planning.

In the case of a certification, the notary confirms that a document was signed by a specific person or that a copy matches the original in content. In the first case, the notary verifies the identity of the signatory; the signatory must appear in person at the notary's office with an official identification document. This applies, among other things, to the signing of powers of attorney, commercial register filings, or approvals under the Land Registry Act.