Formation & legal form
GmbH, UG, GbR, OHG, KG or GmbH & Co. KG? We help you choose the right legal form, form your company and draft articles of association and corporate charters that fit your goals.
Form. Run.
Hand over.
From the first Gesellschaftsvertrag (articles of association) to business succession, we support companies, shareholders and management in commercial and corporate law. We help you choose the right legal form, draft corporate charters and shareholder agreements, advise in day-to-day business and in disputes — and always keep the long-term perspective in mind. And because succession rarely ends at the office door, Ulrich Kulke also advises on inheritance law — for companies and private individuals alike.
What we do.
Shareholders & management
We advise management and shareholders in ongoing operations: resolutions, liability questions (§ 43 GmbHG — the German Limited Liability Companies Act), shareholder agreements — and represent you when a shareholder dispute arises.
Commercial law & contracts
Commercial transactions between merchants follow their own rules. We handle commercial transactions, commercial agency and distribution relationships, and the obligations of merchants under the HGB (German Commercial Code).
Business succession
Handing over a company needs to be planned early — under corporate law as well as inheritance law. We structure share transfers and succession arrangements and consider corporate and inheritance law together from the outset.
Beyond the company, tooInheritance law in all its
Inheritance law in all its
facets.
Beyond business succession, Ulrich Kulke advises across the entire field of inheritance law — expressly including private individuals: from drafting wills and inheritance contracts (Erbvertrag) through questions of the compulsory portion (Pflichtteil) and legacies to the division of communities of heirs (Erbengemeinschaft).
This field deliberately sits somewhat apart from our otherwise business- and technology-law focus — and precisely for that reason it is a distinct, personal advisory area with a direct line to Ulrich Kulke.
Frequent questions.
[ FAQ ]Which legal form suits my company?
That depends on liability, taxes, capital needs and codetermination. The GmbH is widespread, the UG is a low-capital entry point, and partnerships such as the GbR, OHG or KG suit arrangements shaped by the personal involvement of their partners. We weigh the options with you.
Do I need customized articles of association?
Often, yes. Standard or model formation protocols quickly reach their limits. A customized agreement governs voting rights, profit distribution, succession, exit compensation and non-compete covenants in a way that suits your company.
What should I do in a shareholder dispute?
First, clarify the rights arising from the articles of association and from statute: invalid or defective resolutions, information and inspection rights, redemption or exclusion of shares. We examine out-of-court solutions and represent you if the matter goes to court.
What is management liable for?
Managing directors are liable for breaches of their duty of care toward the company (§ 43 GmbHG), and in certain cases toward third parties as well — for example where an insolvency filing is made too late. We advise on the scope of duties and on safeguards.
When should I arrange my business succession?
As early as possible. The articles of association and the will or inheritance arrangements must fit together; otherwise conflicts and unintended outcomes loom. Ulrich Kulke also advises on inheritance law and approaches succession from the corporate law and inheritance law perspective together.
Formation, dispute,
succession?
Contact persons · Commercial, corporate & succession law
Phone+49 931 6639232Emailinfo@jun.legal