In many cases, statutory requirements provide that the incorporation or sale of corporations, or the transfer of corporate ownership stakes, are subject to certification by a notary. This is to avoid rushing into legal transactions and underestimating the legal and tax-related implications. The notary advises on the selection of suitable corporations, on the legal structure or the restructuring of existing corporations, and submits the required applications to the Commercial Register on behalf of management.
Choosing the right corporate structure is usually driven by liability issues and the available tax structure options. If additional stockholders or investors should join the company later, or if corporate shares change hands regularly, the notary can also advise on the ideal corporate structure, whether a limited liability entity such as a GmbH or KG, or a different structure such as a KG, a GmbH & Co. KG, an OHG, or a single-proprietor company. The notary drafts the certified documents required for incorporation. This includes the articles of incorporation and the legally required applications to the Commercial Register.
If a tax assessment is requested, the respective specialist tax consultants and auditors of MOOG Partnerschaftsgesellschaft can be drawn on to provide these services.
TRANSFER OF SHARES
The buying and selling of corporations usually takes place by transferring corporate shares. Share transfers also play an important role when it comes to silent partners or trust agreements. Unlike the so-called “asset deal”, where corporate assets change hands, the “share deal” is where corporate shares are transferred. In addition to formal requirements, a range of legal consequences must be considered here, and the notary advises you in detail of the implications.
The management of corporate succession is a sensitive issue. CEOs of successful corporations usually start the search for a suitable successor too late. It is necessary to secure not only the future of the company owner and his family, but also to ensure the continuation of his life’s work.
The notary advises on legal transactions such as purchases or gifts subject to revocation, conversion to enjoy tax benefits, protection against financial mismanagement or a hasty sale, as well as the appointment of heirs, the execution of wills or the implementation of legacy instructions. Measures should also be implemented covering co-shareholders to avoid inadvertent disputes with heirs and to carefully manage company liquidity.