Corporate Law (Germany)
As corporate law , the area of is private law referred to the right of the company's controls. This includes company law, company law (partnership and corporation law), transformation law and - insofar as it is (also) aimed at companies - commercial law .
German company law does not have a uniform definition of the company (more on this in the section "Company term in law"). Rather, the relevant legal purpose is decisive. In general, in commercial and corporate law, a company is understood to be an organizational unit for the pursuit of a purpose. The purpose can be in a commercial and freelance, but also in an artistic, scientific and charitable activity.
It is protected by the property guarantee of Art. 14 GG . As long as the company does not rely exclusively on prohibited activities, state interventions are worthy of compensation (Article 14.3 of the Basic Law).
The concept of the company is not identical to the concept of the entrepreneur in the sense of § 14 BGB . The entrepreneur according to Rather, § 14 BGB is congruent with the company owner.
Corporate sponsors
Company owner is who runs the company. Can bearers of a company
- natural persons (e.g. a sole trader or a small business owner),
- Partnerships (e.g. a partnership under civil law (GbR), an open trading company (OHG) or a limited partnership (KG)) and
- Legal persons (e.g. a limited liability company (GmbH), a stock corporation (AG) or a registered cooperative (eG), but also e.g. a legal person under public law such as a regional authority (e.g. a Local community))
be.
It is controversial whether a community of heirs can support the company.
On the other hand, the silent society and the group itself cannot be a corporate sponsor .
Company as an asset
Basically, a company is an economic object that can be an object of legal transactions.
A company can be transferred in two ways - in whole or in part: by individually transferring all or part of its assets (e.g. production facilities, goods, patents, land and claims) - so-called asset deal - or indirectly by transferring part or of all company shares - so-called share deal . The company purchase takes place according to the usual sales contract regulations (§§ 433 ff. In conjunction with § 453 Paragraph 1 BGB); this also applies to liability for defects . In individual cases, antitrust or other competition law reasons may prevent a purchase.
Forms of participation are the so-called company agreement , which can be concluded in the form of a domination agreement , a profit transfer agreement , partial profit transfer agreement or transfer agreement.
Other options include leasing a company, usufruct and inheriting the company. The mere transfer by way of security after the company has been agreed or pledged is not permitted . It can therefore not be subject to foreclosure .
The insolvency proceedings do not affect the company, but the company owner.
Evaluation of the company
Various business methods are used to determine the value of a company . In principle, the earnings , stock market , market , asset or liquidation value are used for this. In addition, the discounted cash flow method, the multiplier method, the dividend discount model and the residual profit approach play a role in practice. Combinations of the methods mentioned can also be considered, especially so-called mean value methods such as the Stuttgart method , which combines the income value and the net asset value method.
None of the methods is legally required.
Legal protection
The company is protected by the constitutional guarantee of ownership. The commercial legal protection and the right to the established and exercised commercial enterprise are derived from this .
Tax obligation
The tax burden falls on the company owner and not on the company itself. For companies, sales tax is the main factor. Plans for uniform European corporate taxation are not yet far advanced.
Company downfall
The company goes under by going out. The insolvency proceedings against the company owner, its dissolution and the closure of the company ("dormant" of the company) do not result in the expiry. Rather, it requires the demise of the corporate structure.
literature
- Thomas Tegen et al: corporate law. Commercial law, company law, transformation law . Vahlen, Munich 2009, ISBN 978-3-8006-3657-0 .
