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German companies must report their beneficial owners to combat money laundering and terrorist financing. The obligation was introduced in October 2017, initially with many exceptions. It has since been continuously tightened. Another tightening is scheduled for the middle of this year, significantly expanding the reporting obligations for foreign (= non-German) companies. Initial situation: Reporting obligation...

If the economic situation of a stock corporation deteriorates after the compensation of the executive board has been determined, the supervisory board shall reduce the total compensation of the members of the executive board to an appropriate level if the continued granting of the full compensation would be inequitable for the stock corporation. However, high...

The registration in the commercial register of the deletion of the company is generally precluded if a complaint has been filed against the company. If the deletion is nevertheless incorrectly registered, a supplementary liquidation must be carried out. The company will not be re-registered in the commercial register. This results from a decision of the...

If a German company wishes to transfer its registered office to a country abroad, this requires a change of legal form to a legal form under the foreign law applicable at the new registered office. Cross-border changes of legal form therefore are time and again of importance in practice. However, the procedure is not that...

The mere entry of a German limited liability company (“GmbH”) in the Turkish register as a limited sirketi (Turkish limited liability company) does not lead to an effective, form-changing transfer of the registered office. Facts The ruling of the Higher Regional Court (Oberlandesgericht – „OLG“) Zweibrücken was based on a dispute concerning the deletion of...

Not every ongoing tax proceeding prevents the termination of the liquidation of a limited liability company (“GmbH”). This was recently decided by the Federal Court of Justice (Bundesgerichtshof, “BGH”). Facts The decision of the BGH was based on a dispute regarding the cancellation of a liquidated GmbH from the commercial register. The company had duly...

Every liquidator has to submit a so-called habilitation assurance to the commercial register. This also applies if such a declaration was already made when he or she was appointed as managing director. This was decided by the Berlin Appellate Court. Facts The case before the Berlin Appellate Court concerned the entry a liquidator in the...