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In a company with only two shareholders, a claim by the company against one of the shareholders cannot simply be asserted by way of an actio pro socio (shareholder action). The remaining shareholder entitled to vote must bring the action in the name of the company. He or she may represent the company in court...

The object of a limited liability company must be specified in such a way that its activities and field of business can be precisely and sufficiently identified. This was confirmed by the Berlin Court of Appeal’s (Kammergericht “KG”) decision of March 19, 2025 (Ref. 22 W 2/25). Facts The shareholders of a limited liability company...

An effective shareholder resolution requires that all shareholders have been duly invited to the shareholders’ meeting. If a shareholder is absent from the meeting (not a full shareholder meeting with all shareholders be apparent), proof of proper invitation must be provided. A mere statement in the shareholders´ meeting resolution that all shareholders were duly invited...

FGvW has advised the managing shareholders of RJ Lasertechnik GmbH, based in Übach-Palenberg north of Aachen, on the sale of their shares to the Dutch Andra Tech Group. RJ Lasertechnik GmbH was founded over 30 years ago as the first spin-off of the Fraunhofer Institute for Laser Technology (ILT) in Aachen and is one of the pioneers...

Under the German Transformation Act (Umwandlungsgesetz – UmwG), companies can reorganize through mergers, demergers, or changes of legal form. A common demerger type is a spin-off, where a business unit is transferred from one company (the transferring legal entity) to another (the transferee). The spin-off takes effect automatically under the UmwG, avoiding the need for...

FGvW has advised the Endress+Hauser Gruppe on its strategic partnership with SICK AG. SICK and Endress+Hauser are bringing their strategic partnership in process automation to life: SICK’s advanced gas analysis and flow measurement technology is now an integral part of Endress+Hauser’s comprehensive instrumentation portfolio. The collaboration is designed to offer customers in the process industry...

If a European Company (Societas Europea – SE) is established, a so-called negotiation procedure must generally be carried out with regard to the involvement of employees in this company in accordance with the provisions of the SE Participation Act (SEBG, i.e. the German implementing act to the Council Directive 2001/86/EC). At the end of this...

Shareholder resolutions passed at a meeting convened by an unauthorized person are null and void. This was decided by the Federal Court of Justice (“BGH”) for a partnership company. Facts of the case The ruling of the BGH was based on the following facts: The plaintiff was a partner (i.e. shareholder) of a partnership company...

With the Act to Modernize the Law on Civil Law Partnerships (MoPeG), which came into force on January 1, 2024, it is possible for civil law partnerships to be entered in the company register. Registration is then accompanied by the obligation to use the designation “eingetragene Gesellschaft bürgerlichen Rechts” (i.e. registered company under civil law)...

Since the beginning of the year, changes to the shareholder structure of a partnership under civil law (GbR) can no longer be entered in the land register, but only in the company register. This was decided by the Higher Regional Court of Frankfurt – and is one of the first decisions on the new partnership...