Notarial Services in the Field of Corporate Law

The support of companies and entrepreneurs in the field of corporate law is another focus of our notaries' activities. The involvement of a notary is required by law in many aspects of corporate law and the notarial activities are thus very diverse. When founding a company, the first thing to consider is the choice of the right legal form. Our notaries will explain the pros and cons of the various company forms and help you to find the suitable legal form for your company.

In the founding stage of companies, the activities of our notaries focus in particular on the following services:

• Notarization of the formation and drafting of the articles of association of corporations such as stock corporations (AG) and limited liability companies (GmbH, UG (haftungsbeschränkt))
• Drafting the articles of association of partnerships such as partnerships under civil law (GbR), limited partnerships (KG - predominantly as GmbH & Co. KG) and general partnerships (oHG)
• Drafting and notarization of applications for entry of companies in the commercial register
• Inquiries and coordination with the competent Chamber of Industry and Commerce (Industrie- und Handelskammer) regarding the admissibility of desired business names and business objects prior to the foundation

After the establishment of companies, our notaries participate in a large number of legal transactions and procedures under corporate law. These include in particular:

• Preparation and notarization of shareholders' resolutions (e.g. amendment of articles of association, share capital increase, appointment/revocation of managing directors, dissolution of the company and appointment/revocation of liquidators)
• Notarial supervision and recording of the minutes of annual general meetings of stock corporations
• Corporate transactions: drafting and notarization (if required) of agreements for the acquisition of companies or shares in companies (asset deal or share deal), e.g. sale and assignment of shares in a limited liability company (GmbH) or limited partner's shares in a limited partnership (GmbH & Co. KG)
• Drafting and notarization of investment agreements and shareholders´ agreements in connection with venture capital financing rounds
• Capital measures (e.g. capital increase) and transformations of companies such as mergers, divisions into several enterprises, asset transfer, and changes of legal form
• Drafting and notarization of inter-company agreements (e.g. control and profit and loss transfer agreements)
• Drafting and notarization (if required) of trust agreements concerning the fiduciary holding and administration of shares and partnership interests
• Drafting and notarization (if required) of agreements concerning the pledge of shares (e.g. shares in a GmbH) and partnership interests (e.g. limited partnership interest in a GmbH & Co. KG)
• Preparation and implementation of company succession
• Dissolution and liquidation of companies
• Preparation and notarial certification of applications for entry in the commercial register of corporations such as GmbH and AG (e.g. amendment of articles of association, capital increase, appointment/revocation of managing directors and authorized signatories, mergers, hive-downs, inter-company agreements, dissolution of the company and appointment/revocation of liquidators)
• Preparation and notarial certification of applications for entry in the commercial register of commercial partnerships (oHG, KG), e.g. entry/retirement of partners, change of limited partners’ amount of liability, change of the registered office, change of the domestic business address, change of the power of representation of partners, appointment/dismissal of authorized signatories, dissolution)
• Drafting of powers of attorney concerning the establishment of companies, the registration in the commercial register and the purchase and sale of shares