Notaries –
Companies/Corporations

An entrepreneur must consider not only business management aspects, but also many legal aspects. Competent advice is required to avoid serious mistakes, for example when establishing and managing a company and planning company succession. Notaries are a reliable source of assistance in this regard due to their experience in answering questions that arise in this context.

Optimal legal form

The first question is what the optimal legal form is. Numerous factors must be taken into account when making this choice. From a legal perspective, aspects of company law, commercial balance sheet law, and tax law are particularly important. The question of liability is also of particular importance when choosing the legal form.

Company name

The notary can assist in selecting a permissible company name and clarifying any questions. The "company name" is the name under which the company is entered in the commercial register and conducts business. It must be chosen in such a way that it is suitable for identifying the company and clearly distinguishes it from other companies. The company name can also be a distinctive fantasy name that is not derived from the object of the company (e.g., "Paradiso GmbH" for a tanning salon). In any case, the legal form of the company must be recognizable from a corresponding addition.

Entries in the commercial register

If certain circumstances of a company that are significant for business transactions change, this must be entered in the commercial register. The following, for example, are subject to registration:

• Changes in management; granting/revocation of power of attorney,

• Change of company name

• Change of company headquarters; Establishment of branches,

• Changes in the partners of OHG and KG, and

• Changes to the articles of association for corporations.

The registration of facts subject to registration with the commercial register requires notarization. The notary drafts the text of the notification and monitors the correct entry in the commercial register. The notary also provides comprehensive advice on issues related to the registration and clarifies any questions with the registry court. The notary fees for the notification are kept within reasonable limits. 

Reorganization and sale of company shares

In a rapidly changing economic environment, measures such as conversion to a different legal form, mergers, and amalgamations are becoming increasingly common, even among small and medium-sized enterprises. Typical examples of such changes in an established business are the sale of company shares, the conversion of companies, and the division of operations.

These are complicated legal processes, which is why the legislator has provided for consultation with a notary in many cases.

Company succession

If the need to find a sensible succession plan is not recognized in good time, this can quickly lead to a crisis. This also affects numerous jobs. The primary objectives of the succession plan will be to preserve the business and provide for the retiring senior manager or his or her relatives. It is important to select suitable successors for ownership and management at an early stage and, if possible, to integrate them into the business while the senior manager is still active.

However, entrepreneurs must not only think about planned company succession. They should also consider the event of sudden death. In this case in particular, failing to make a will can spell the end of a young and ambitious company.

Overall, it is strongly inadvisable to attempt to arrange succession yourself, for example with a holographic will, without expert advice. In particular, it is necessary to coordinate with the provisions of the articles of association. Advising you on the possibilities of a balanced testamentary or contractual arrangement is an essential task of the notary.