For businesses
Corporate law and business structuring: clear structures for sound decisions
Who decides what, which documents apply and how will a planned change affect the company? Unclear responsibilities and outdated documents often only come to light when an important decision is due. We help you organise your company’s structure in a way others can follow and prepare changes in an orderly manner.
Overview
What corporate law involves
Corporate law governs the inner workings of a business: its legal form, the relationship between shareholders, the powers of management and how resolutions are passed. The basis consists of the articles of association, shareholder agreements, rules of procedure and entries in public registers. If these documents do not match actual practice, uncertainty arises – with banks, business partners and within the company itself.
Changes deserve particularly careful preparation: shareholders joining or leaving, a change in management, setting up a subsidiary abroad or restructuring within a group. Depending on the country, certain steps require notarisation or register filings carried out by the bodies responsible there. We assess the legal questions, prepare decisions and documents and coordinate between those involved.
Common questions from business practice:
- Which legal form suits our plans?
- Who is responsible for which decisions, and how are they documented?
- What needs to be settled when a shareholder joins or leaves?
- How can a subsidiary abroad be structured?
- Are our shareholder documents still up to date?
Hypothetical examples
Examples from practice
The following situations are hypothetical examples. They show typical questions and do not describe actual engagements, companies or outcomes.
Example: the new co-shareholder
Two founders want to bring in an investor. The questions are how the stake is structured, which participation and information rights are agreed and which amendments to the articles are needed.
Example: the subsidiary in Estonia
A German company plans a sales subsidiary in Estonia. The focus is on choosing the legal form, allocating responsibilities between parent and subsidiary and coordinating with the bodies responsible locally.
Example: succession in management
A long-serving managing director is stepping down. The issues are passing resolutions properly, handing over powers of attorney and access rights, and updating register and bank records.
Documents
Documents that make a review possible
For a sound assessment of the corporate structure, the following documents are particularly helpful:
- The current articles of association, including amendments
- Current register extracts for all companies involved
- Shareholder agreements and shareholder lists
- Rules of procedure, powers of attorney and signing arrangements
- Minutes of significant shareholder resolutions
- A group organisation chart showing shareholdings
- Documents relating to planned changes or transactions
A short description of your plans is enough for a first enquiry. Please send confidential corporate documents only after agreeing a secure channel with us.
Process
How we support structural questions
Structural decisions need preparation. Our work together usually follows these steps:
- Step 01
Describing the plans
You outline the existing structure, the planned project, the countries involved and the intended timeframe.
- Step 02
Taking stock
We review the existing documents for currency and inconsistencies and identify open points.
- Step 03
Developing options
We set out possible structures with their requirements, effects and costs so that you can decide on an informed basis.
- Step 04
Coordinating implementation
Once you have decided, we prepare resolutions and agreements and coordinate the steps with the responsible bodies and other advisers.
Frequently asked questions
Frequently asked questions on corporate law
How often should shareholder documents be reviewed?
There is no fixed rule. A review is sensible in any event before important decisions, when shareholders or management change and when the business activity has changed significantly.
What deserves particular attention with a subsidiary abroad?
Besides the other state’s company law, the allocation of responsibilities, reporting lines and coordination with local advisers all play a part. Tax and employment questions should be clarified in parallel with the relevant specialists.
Can you handle register filings and notarisations?
Notarisations and register entries are carried out by the bodies responsible in each country. We prepare the legal content and coordinate the process; we clarify with you in advance which steps are required in the individual case.
Next step
Talk to us about your corporate structure
Briefly describe the existing structure and your plans. You will receive a response on which questions need clarifying and what orderly preparation could look like.
- A short description is enough for a first enquiry.
- Confidential documents only after agreeing a secure channel.
- An enquiry does not yet establish a client relationship.