Schillerstr. 4-5, 10625 Berlin Mon–Fri 9:00 AM–5:00 PM
Legal Certainty for Businesses

Corporate lawyer in Berlin

From formation to dispute resolution: we advise businesses and shareholders on all corporate law matters – clearly, practically and with foresight.

Corporate & Commercial Law

What can we help you with?

Rechtsanwalt Johannes Engelmann und Rechtsanwältin Alexandra Nain — Kanzlei Johannes Engelmann

Company Formation

  • Formation of GmbH and UG companies
  • Articles of association
  • Commercial register registration
  • Choosing the right legal form
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Rechtsanwältin Alexandra Nain — Kanzlei Johannes Engelmann

Contract Drafting for Businesses

  • Shareholder agreements
  • Managing director agreements
  • General terms and conditions
  • Distribution and cooperation agreements
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Rechtsanwalt Johannes Engelmann

Trademark Law & Intellectual Property

  • Trademark registration
  • Trademark monitoring
  • Defence against cease-and-desist letters
  • Protection of commercial designations
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Rechtsanwalt Johannes Engelmann und Rechtsanwältin Alexandra Nain — Kanzlei Johannes Engelmann

Shareholder Disputes

  • Exclusion of shareholders
  • Actions to set aside resolutions
  • Settlement and severance payments
  • Representation at shareholder meetings
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Corporate law accompanies a company from formation to the departure of a shareholder. Our law firm in Berlin-Charlottenburg advises founders, shareholders and managing directors throughout Germany – including entrepreneurs moving their business to Germany from abroad. We work in German, Russian, Ukrainian and English.

Formation and choice of legal form

The right legal form depends on liability, capital, taxes and the number of partners. We support the formation from the articles of association to entry in the commercial register.

  • GmbH with at least EUR 25,000 share capital (§ 5 GmbHG) and UG (haftungsbeschränkt) from EUR 1 (§ 5a GmbHG)
  • Notarisation, also online by video procedure (§ 2 GmbHG), and registration with the commercial register
  • Partnerships: GbR, OHG, KG and GmbH & Co. KG
  • Transparency register, trade registration and business account

Contracts for businesses

Clear contracts prevent disputes among shareholders and with business partners. We draft and review contracts before you sign.

  • Articles of association and shareholder agreements
  • Managing director service contracts, managing director liability (§ 43 GmbHG)
  • General terms and conditions (§§ 305 ff. BGB)
  • Distribution, cooperation and service agreements

Trademarks and intellectual property

A company name is not automatically protected. Before filing, we check whether earlier rights stand in the way and register trademarks with the German Patent and Trade Mark Office or as an EU trade mark.

  • Trademark search and registration; protection for ten years, renewable (§ 47 MarkenG)
  • Monitoring and defence of your own trademarks
  • Defence against warning letters and review of cease-and-desist declarations
  • Protection of company names and domains

Shareholder disputes

Conflicts between shareholders paralyse a company. We represent shareholders and companies at shareholder meetings, in negotiations and in court.

  • Shareholders' rights to information and inspection (§ 51a GmbHG)
  • Challenging shareholder resolutions – short deadlines apply
  • Exclusion and redemption of shares (§ 34 GmbHG), compensation
  • Dismissal of the managing director

Founders from abroad

Shareholders and managing directors of a German GmbH do not have to live in Germany. However, anyone who wants to work in the company in Germany needs a suitable residence permit, for example for self-employment (§ 21 AufenthG). We therefore coordinate the formation with immigration law from the outset.

How we work

  1. Initial consultation: we clarify your plans, the parties involved and running deadlines.
  2. Strategy: you learn which legal form and contractual provisions suit you.
  3. Implementation: we draft the contracts, coordinate with the notary and tax adviser and represent you in disputes.

We agree on the format and fee with you before we start.

Guides from our practice

All articles in this section

A complete list of guides and cases from our practice in this area of law.

Frequently Asked Questions

How much share capital does a GmbH need?

At least EUR 25,000 (§ 5 GmbHG); as a rule, half must be paid in at registration. A UG (haftungsbeschränkt) can be formed with as little as EUR 1 (§ 5a GmbHG).

Can I form a GmbH online?

Yes. Since August 2022, the articles of association can be notarised by video communication (§ 2(3) GmbHG); an appointment in person is then not necessary.

How long does it take to form a GmbH?

Often a few weeks. The duration depends mainly on the notary appointment, payment of the share capital and the processing time of the registry court.

Am I personally liable as managing director?

As a rule, the GmbH is liable with its own assets. The managing director is personally liable for breaches of duty (§ 43 GmbHG) and for filing for insolvency too late (§ 15a InsO).

Does the managing director have to live in Germany?

No, residence in Germany is not a requirement. However, anyone who wants to work in the company in Germany needs a residence permit that allows this activity.

What should I do after receiving a trademark warning letter?

Take the deadline seriously, but do not sign the enclosed cease-and-desist declaration without review. A modified declaration is often the better route.

How much does the initial consultation cost?

It depends on the nature and scope of your matter – from a short free assessment to a full initial consultation. Fees are agreed individually: every case is discussed personally with the lawyer, and we always tell you the cost before the consultation begins. We do not give general legal information without reviewing your specific case. If you then instruct us in the same matter, the fee for the initial consultation is credited against the further fees (§ 34(2) RVG).

Inquiry

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