Corporate, M&A & succession — German law for inbound investors.
Acquiring or founding a company in Germany follows formal rules that differ from common-law practice: notarial deeds, register entries, codified shareholder rights. We act as German counsel for foreign investors and groups — from the first structuring memo to closing and post-merger governance, with one responsible partner throughout.
Why German corporate law rewards preparation
Foreign investors entering Germany meet a formal system. A GmbH requires a notarial deed and a minimum share capital of EUR 25,000; the UG (haftungsbeschränkt) is available as a EUR 1 variant for staged entries. The company exists as a limited-liability entity only upon entry in the Handelsregister (commercial register, HRB), and beneficial owners must be notified to the Transparenzregister. Signing before these steps are sequenced correctly creates personal-liability exposure for the people acting.
Inbound acquisitions add a regulatory layer. Under the AWG/AWV (German foreign trade act and ordinance), acquisitions by non-EU investors can trigger FDI screening by the Federal Ministry for Economic Affairs (BMWK), with sector-dependent voting-right thresholds of 10, 20 or 25 percent. A transaction signed without assessing a filing obligation can be unwound or suspended — a consequence that is far more expensive than the analysis itself.
We structure the entry, run or respond to due diligence, draft and negotiate the SPA or articles, manage notary and register filings, and handle FDI analysis and BMWK contact. On succession mandates we combine corporate instruments — articles, pooling and shareholder agreements, advisory boards — with the family-owned reality of the German Mittelstand. The practical first step in almost every case: a structuring memo before any term sheet is signed.
What we handle — and in which situations.
Services
- Market entry — formation of a GmbH or UG (haftungsbeschränkt), or registration of a branch (Zweigniederlassung), including notary coordination and Handelsregister filing.
- FDI screening — analysis of filing obligations under AWG/AWV, preparation of BMWK submissions and clearance management in the deal timetable.
- Inbound M&A — share and asset deals on German targets: due diligence, SPA drafting and negotiation, signing and closing management.
- Shareholder agreements — articles of association, pooling agreements, drag/tag provisions, exit mechanics under the GmbHG.
- Managing-director matters — appointment, service agreements and liability questions under sec. 43 GmbHG for foreign-appointed directors.
- Shareholder disputes — resolutions, challenges to resolutions and compulsory redemption of shares (sec. 34 GmbHG).
- Succession — transfer of family-owned companies: structure, governance, advisory boards, coordination with tax advisers.
- Register and transparency compliance — Handelsregister and Transparenzregister filings, corporate housekeeping for German subsidiaries.
Typical scenarios
- A US industrial group acquires a Bavarian Mittelstand supplier; the deal requires FDI analysis under AWG/AWV and a two-step closing.
- An Asian technology company forms a German GmbH as its EU distribution hub and needs articles, a managing-director service agreement and register filings within a fixed timetable.
- A foreign investor holds 40 percent of a German GmbH and faces a shareholder resolution it considers invalid.
- A family shareholder group prepares the handover of a EUR 60 million revenue company to the next generation while a foreign minority investor comes on board.
- A European buyer needs red-flag due diligence on a German target within three weeks, with findings translated into SPA protections.
- A non-EU parent restructures its German subsidiaries into a holding structure and needs the corporate steps sequenced with notary and register practice.
The legal framework.
How an engagement begins.
First contact
Write to us with an outline of the transaction or entry plan. We reply within one business day and offer a free 30-minute orientation call, in English.
Legal assessment
Where useful, we prepare a written assessment — for example an FDI filing analysis or a formation roadmap — at a fixed fee from EUR 1,500 plus VAT.
Mandate
For the transaction itself we agree the model in advance: hourly rates, a fixed fee, or a fee agreement under sec. 3a RVG. One partner is responsible throughout.
Ongoing support
After closing we support the German entity on governance, register filings and shareholder matters — on call-off or as ongoing counsel.
A German acquisition rarely fails on price. It fails on sequence — notary, register, screening — when these are treated as formalities instead of deal steps.
Clear before the engagement begins.
Fees follow the structure of the transaction, not the other way around. We state the model and the corridor before the mandate begins — in writing.
- Orientation call — 30 minutes, free of charge: facts, options and a realistic view of timeline and effort.
- Legal assessment — a written analysis of a defined question (FDI filing duty, formation roadmap, SPA risk review) at a fixed fee from EUR 1,500 plus VAT.
- Mandate — hourly rates, a fixed fee for defined work packages, or a fee agreement under sec. 3a RVG for transaction mandates.
- Court proceedings — where a corporate dispute reaches court, the statutory fees under the RVG form the floor; we do not undercut them.
What clients ask first.
How long does it take to set up a GmbH in Germany?
Do we need FDI clearance to buy a German company?
Can a foreign national be managing director of a German GmbH?
Is the UG a serious alternative to the GmbH?
Do you work with our home-country counsel?
Articles on this practice area.
Articles on GmbH formation, FDI screening and inbound M&A practice appear in our knowledge base.
Planning a German acquisition or market entry? Start with the structure.
Send us an outline of your project. We reply within one business day with a clear view of steps, sequence and fees.
Book an orientation call →