Corporate Law in Cologne, Düsseldorf & Wiehl, Germany - Legal advising

Corporate law governs the individual forms of organisation for companies, each of which is tied to certain preconditions due to its particular characteristics. KBM Legal gives you in-depth consulting on which legal form is suitable for you and your company. Aside from the advantages, we also discuss issues pertaining to liability so that you and your partners can focus completely on the success of your business. We develop and review company agreements and, if necessary, show you the possibilities of dissolving a company and/or dismissing or excluding shareholders/partners.

Choice of legal form

The decision on the right legal form for a company is normally made during its formation and restructuring measures. The lawyers at KBM Legal will help you find the most suitable form for your company.

The differences between individual legal forms in Germany, for example the limited liability company (GmbH), general partnership (OHG), limited partnership (KG) or public limited company (AG) are diverse and not only restricted to the often important question of limitation of liability. For this reason, comprehensive legal and tax consultation from a single source is important to help you weigh up all the options and find the right form of organisation for your company.

We must also take into consideration the foreign company forms now available to German firms in Europe through the provision of freedom of establishment. In individual cases, these can present a sensible alternative to more familiar German forms.

For example, such forms as the Limited Company (Ltd.) or the Limited Liability Partnership (LLP) can also be found in Germany. KBM Legal will advise you on the advantages and disadvantages of German and European legal forms in terms of all legal and tax-related aspects and will develop a tailored corporate concept for you.

Consulting corporate law

Immediate legal advice in all fields of corporate law:

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Lawyer corporate law

In cases of corporate law issues our specialized lawyers William Bauer and his colleagues will support you.

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Drafting partnership or shareholders’ agreements

KBM Legal will draft a solid company agreement on which you can build your organisation. You should not underestimate the importance of a company agreement, a contract that does justice to all interests involved, as they are designed for hard times.

It usually takes a crisis or internal conflicts to show whether or not the shareholders/partners of a company have made fundamental provisions for hard times. Clearly-defined rules are the mark of a good company agreement. For example:

  • Which rights and obligations do the shareholders/partners have?
  • What decisions can which shareholder/partner make alone if necessary?
  • How can a shareholder/partner bring about a resolution of the shareholders’/partners’ meeting on an important matter as quickly as possible?
  • What must a shareholder/partner take into consideration when no consensus or decision can be achieved on an important matter?

KBM Legal recommends drawing up the company agreement in good times, so that quick, effective and fair decisions can be made in times of crisis.

Dismissal and exclusion of a shareholder/partner

The dismissal or exclusion of a shareholder/partner represents an enormous challenge for everyone involved and frequently becomes a test of endurance for the entire company. Several questions must be clarified within a short period of time, such as:

  • Is the dismissal or exclusion of the shareholder/partner lawful? What infringement/breach is involved? What legal measures can be taken against the exclusion?
  • Which rights does the dismissed shareholder/partner have against the company?
  • What happens to the shareholder’s/partner’s contribution and share of profits? What happens to the shareholder’s/partner’s customers or clients? Do they have to be informed?
  • Which obligations must the dismissed shareholder/partner observe? Is a non‑competition clause in effect? If so, does compensation need to be paid?

These are questions that the lawyers at KBM Legal can answer for you.

Extract of further areas of consultation

KBM Legal also advises you on the following matters:

  • Liability of the managing director and avoidance of liability in the GmbH (limited liability company)
  • Managing-director contracts – the right formulation
  • Social security liability of the managing director
  • Prohibition to compete for the managing director and related compensation
  • Mediation in the case of conflicts between the shareholders/partners