Flensburg Company Conversion Law, Ina Reese, Solicitor
A clear structure for mergers, demergers and changes of legal form and further restructuring of your company
As a solicitor specialising in company reorganisation law in Flensburg and Harrissee, Ina Reese advises companies on restructuring their corporate organisation, ranging from the merger of several companies and the demerger of business divisions to a change in legal form. Whether it involves the merger of sister companies, the separation of business divisions or the transfer of a sole trader’s business into a company limited by shares: we support you from the planning stage right through to implementation in accordance with the Transformation Act.
We advise family businesses, corporate groups and small and medium-sized enterprises on choosing the appropriate type of conversion and draw up the necessary contracts, plans and resolutions. We work closely with notaries to have the resolution on the conversion notarised; we are responsible for the legal and tax planning.
Conversion Law, Flensburg
Mergers
In a merger, two or more companies are absorbed into an existing or newly formed company; the transferring legal entities cease to exist without the need for liquidation. We advise on mergers by absorption – for example, to bring together sister companies within a group – as well as on mergers involving the formation of a new company. This includes drafting the merger agreement, assessing the conditions for waiving the merger report, and preparing the necessary shareholders’ resolutions.
Demerger: Split-off, spin-off and divestiture
A demerger makes it possible to legally separate parts of a company from one another. In a split-up, all assets are transferred to several legal entities and the original legal entity ceases to exist; in a spin-off, part of the assets remains with the original company, whilst another part is transferred. In a spin-off, the company transfers part of its assets to another legal entity and receives shares in that entity in return. We advise on which form of demerger is best suited to your plans, such as for the separation of business divisions, the preparation of a share sale, or the isolation of financial risks.
Change of legal form
When a company changes its legal form, its legal identity remains the same, and assets do not need to be transferred individually. We advise on common scenarios, such as the conversion from a GmbH to a GmbH & Co. KG or vice versa, and assess which legal form best meets your requirements regarding liability, taxation and succession. We draw up the necessary conversion report and prepare the resolution on the change of legal form.
Transfer of assets, contribution and accrual
In addition to the traditional types of conversion under the Conversion Act, we also assist you with structural measures that fall outside the scope of the Act. These include, in particular, the transfer of a sole trader’s business or a partner’s share in a partnership into a limited company or a partnership – a common step for growing businesses or as part of succession planning. We are also on hand to advise you on cases of accretion, for example where, in a partnership, all partners except one withdraw and the partnership’s assets are transferred to the remaining partner by way of universal succession.
Planning, drafting of contracts and implementation
A conversion involves issues relating to company law, employment law and tax law simultaneously. We draw up conversion agreements and plans, prepare the necessary shareholders’ resolutions and assist with the application for entry in the Commercial Register. Under the law, existing employment relationships are transferred to the acquiring legal entity as part of a conversion; we also address any queries on this matter as part of our employment law advice. We liaise closely with your notary regarding the notarisation of the conversion resolutions.
Tax aspects of the conversion
As a solicitor and specialist in tax law, we examine every conversion from the outset, including from a tax perspective. The Conversion Tax Act permits the tax-neutral carry-forward of book values under certain conditions; if this framework is not adhered to, there is a risk of substantial capital gains arising on the transfer. We verify compliance with statutory lock-up periods, for example in the case of contributions under Sections 20 and 24 of the German Transformation Tax Act (UmwStG), the tax retroactivity of mergers and demergers, and any potential land transfer tax implications where real estate is also transferred. We examine these interrelationships under one roof, without you having to switch between a law firm and a tax consultancy.
With over 20 years’ experience in legal and tax consultancy, I can guide you through mergers, demergers, changes of legal form and the transfer of your business – in a clearly structured manner, with a forward-looking approach and a focus on finding a tax-efficient solution.
Conversion Law, Flensburg Law and Tax Practice in Flensburg
Contact – Your Preferred date
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We will be happy to take your preferred date into account in the form where possible; however, we are unfortunately unable to guarantee it due to existing bookings. We will get back to you as soon as possible to arrange a suitable appointment.
Address Werkstraße 8, 24955 Harrislee
Email rechtsberatung@kanzlei-reese.de