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The new foundation law in Germany, effective from July 1, 2023, introduces significant changes, particularly in the context of the merger of foundations. In future and provided certain conditions are met, legally capable foundations under civil law will have the opportunity to merge onto each other (so called “Zulegung”) or to merge to create entirely...

A vote given at a shareholders’ meeting of a company cannot be withdrawn once it has been received by the chairman of the shareholder´s meeting. Even a subsequent important reason for changing the voting behavior does not change this. Facts The ruling of the Munich Higher Regional Court is based on the following facts: The...

Convertible loans have been a popular financing tool for investors and young companies in recent years. Yet there is always uncertainty as to when a convertible loan requires notarial form. Courts and literature do not agree on this either, and a decision by the Federal Court of Justice (BGH) is still not foreseeable. This legal...

The commercial register contains a lot of publicly accessible information on companies and merchants. As a new decision of the German Federal Court of Justice (Bundesgerichtshof, BGH) shows that can be relevant not only in contractual relationships, but also in legal disputes. The decision of the BGH of May 24, 2023 (Case No. VII ZB...

A silent partner may terminate the silent partnership for cause for being persistently denied information despite the information right being only contractually agreed. This was decided by the Hamm Higher Regional Court (Oberlandesgericht, “OLG”) on February 1, 2023 (Ref.: 8 U 29/22). Facts The decision of the OLG Hamm is based on the following facts:...

The liability of a managing director of a limited liability company (GmbH) requires the violation of a specific duty in his function as a management body of the company. For other breaches of duty by the managing director, liability is determined by the general provisions of civil law. This was decided by the Zweibrücken Higher...

On July 1, 2023, the new foundation law came into effect. It applies to all foundations with legal capacity under German law (rechtsfähige Stiftungen), i.e. all foundations with the own legal ability to enter into contracts, own assets, and exercise legal rights and obligations. Indirectly, the new legislation also concerns other forms of foundations, such...

The appointment of a board member of a German stock corporation as managing director of one of its subsidiaries can be a self-dealing to which the restrictions of Section 181 alt. 1 of the German Civil Code (“BGB”) apply. This is illustrated by a decision of the Federal Court of Justice (Bundesgerichtshof, “BGH”). Facts A...

When registering a newly founded limited liability company (“GmbH”), the managing director must affirm that there are no circumstances that would disqualify him from acting as managing director. This assurance must be specific and may not contain any legal assessments of the managing director’s own. This was clarified by the decision of the Higher Regional...

A new list of shareholders of a company must be signed and submitted by the managing directors registered in the Commercial Register and in a number authorized to represent the company. Otherwise, the register court may reject the list of shareholders. Facts The case decided by the Berlin Appellate Court (Kammergericht – “KG”) concerned the...