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Since January 1, 2024, the Federal Ministry for Economic Affairs and Climate Protection (“BMWK”) has been charging fees for investment control services, among other things, for the first time. Unlike decisions by the Federal Cartel Office in merger control proceedings, investment reviews in Germany were previously free of charge for the companies involved – this...

The shareholders of a civil law partnership (GbR) are personally liable for the costs of insolvency proceedings opened against the assets of the partnership. This was decided by the Federal Court of Justice (“BGH”). Facts of the case The ruling of the BGH is based on the following facts: The civil law partnership (“GbR”), which...

The list of shareholders of a limited liability company (GmbH) is a declaration of knowledge and its submission to the competent commercial register constitutes an act not allowing for representation by a third party. This was decided by the Higher Regional Court of Brandenburg. Facts of the case The Brandenburg Higher Regional Court (OLG) had...

A company name with the element “Institute” may be permissible. This applies in the event that further additions avoid the impression that the company is a scientific institution. Facts of the case The decision of the Higher Regional Court of Düsseldorf (“OLG”) was based on the following case: The shareholders of a Limited Liability Company...

A managing director whose appointment is subject to a condition precedent, i.e. only becomes effective at a later date, is authorized to apply for registration in the commercial register on behalf of the company. This was the subject of a decision by the Higher Regional Court of Hamm (“OLG”) on June 15, 2023. Facts of...

Friedrich Graf von Westphalen has advised the sole shareholder of Mirage Computer Systems GmbH, Dieter Härle, on the sale of all his shares to London-based Unaric Holding Limited. The company from southern Germany is thus successfully settling its corporate succession. Mirage, based in Aulendorf, was founded in 1995 by Dieter Härle. The company specializes in...

Friedrich Graf von Westphalen has advised the German ThielemannGroup Holding AG on the acquisition of 49 percent of the shares in BOXX Intermodal Logistics GmbH & Co. KG, the logistics subsidiary of the Haus Cramer Group. With the new location in Warstein, Germany, logistics specialist Navid Thielemann and his ThielemannGroup is now ablte to offer...

When acquiring a shelf company, the managing director has the same obligations as when registering in the commercial register for the first time. The acquisition of a shelf company occurs when the “empty shell” of a corporation is used to restart the business, but there is no longer a business operation to which it is...

German money laundering prevention law has been tightened a lot in the last years. Taking into account the problems that still exist in this area, this is a useful approach. Anyhow: New legislation means new obligations, also for companies in Germany. Recently, the Federal Ministry of Finance presented another draft bill, this time on the...

If there are reliable indications that a chairman of the meeting will not chair a general meeting in accordance with the articles of association, but will instead lead it in a biased and partisan manner, the court can appoint a neutral chairman of the meeting. Facts The decision of the Düsseldorf Higher Regional Court was...