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Corporate Law
Withdrawal from a Limited Liability Company (GmbH)
- The right to withdraw exists in three cases, when there is good cause, when the articles of association permit withdrawal, or when a corresponding agreement has been concluded.
- The withdrawing shareholder is entitled to receive a compensation payment from the company.
- The company may decide how to dispose of the shares, either by redeeming them or by transferring them to third parties.
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Real Estate Law
What Is a Developer Contract?
- A developer contract is an agreement covering both the purchase of a plot of land and the construction of a building.
- It is a mixed-type contract combining a purchase agreement with a construction (works) contract.
- A developer contract requires notarisation.
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Real Estate Law
What Is a Declaration of Division?
- The partition declaration is the fundamental prerequisite for establishing condominium ownership or partial ownership in a property.
- If individual units are to be sold, the ownership structure must first be divided before any transfer of title can occur.
- The partition declaration is typically notarised so that it can be referenced directly in a sale and purchase agreement.
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Corporate Law
Capital Increase in a German Limited Liability Company (GmbH)
- In a capital increase, the equity of a GmbH is raised.
- There are three ways to increase the company’s capital: a cash capital increase, a contribution in kind, and a capital increase from company reserves.
- In practice, the cash capital increase is the most common option. The associated costs are relatively low, and the process can be implemented quickly and with minimal complexity.
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Corporate Law
Liquidation of a GmbH
- The liquidation of a GmbH is a formalized and strictly regulated process.
- Liquidation typically takes between 12 and 24 months to complete.
- Engaging professional advisors is advisable, particularly in the case of larger companies.
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Corporate Law
Exit of a GmbH Shareholder: When Is a Notary Required?
- Shareholders may withdraw from a German GmbH if there is compelling cause, if a withdrawal agreement is concluded, or if the articles of association provide for a right of withdrawal.
- A notarial certification is required when shares are transferred to third parties, the company itself, or fellow shareholders.
- No notarial certification is required if the shares are redeemed (Einziehung).
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