Corporate Changes

Legal Services for Companies in Germany (English-Speaking Coordination)

English-speaking corporate legal support in Germany: contracts, compliance, governance, restructuring, coordinated with Rechtsanwälte & Steuerberater.

Law books and gavel on a desk

This page is one English-language entry point to the corporate-legal matters a German company faces, and an honest account of who is actually allowed to handle each one. We are an English-speaking coordinator: we connect you to qualified Rechtsanwälte and Steuerberater and run the work in English. Last reviewed 2026-06-10.

Who is actually allowed to advise your company in Germany?

Before any service claim, it is worth being precise about German law, because the rules on who may give legal advice are stricter than in many common-law countries. Independent out-of-court legal services are not freely available: "die selbständige Erbringung außergerichtlicher Rechtsdienstleistungen ist unzulässig, soweit sie nicht … erlaubt wird": the independent provision of out-of-court legal services is prohibited unless specifically permitted (§3 RDG).

What counts as a legal service is defined broadly. A Rechtsdienstleistung is "jede Tätigkeit in konkreten fremden Angelegenheiten, sobald sie eine rechtliche Prüfung des Einzelfalls erfordert": any activity in another's specific matter that requires a case-by-case legal examination (§2(1) RDG); standalone debt collection is also a legal service (§2(2) RDG). A non-lawyer firm may render legal services only where they are a genuine Nebenleistung (ancillary service) to its main activity, judged by their content, scope and connection to that activity (§5 RDG).

The substantive advice and representation belong to the admitted lawyer: "der Rechtsanwalt ist der berufene unabhängige Berater und Vertreter in allen Rechtsangelegenheiten": the Rechtsanwalt is the appointed independent adviser and representative in all legal matters (§3 BRAO). That framing shapes everything below.

Statutory compliance thresholds your company carries

>25%
Beneficial owners / shareholders above 25% of shares or voting rights must supply transparency-register data (§20 GwG)
20
A data protection officer is mandatory once at least 20 persons are constantly engaged in automated processing of personal data (§38(1) BDSG)
§10 GwG
AML due diligence: identify party and beneficial owner, screen for PEPs, monitor continuously
§§305 ff. BGB
General terms (AGB) are policed for fairness; surprising or unreasonably disadvantageous clauses can be void
Corporate office reception lobby

How we work: coordination vs. advice

We are the English-speaking coordinator, not the adviser of record. Substantive legal advice and representation come from partnered admitted Rechtsanwälte, including Fachanwälte für Handels- und Gesellschaftsrecht (certified specialists in commercial and corporate law). Tax advice comes from a qualified Steuerberater. We coordinate the engagement, translate, project-manage and keep you oriented; we do not give reserved legal or tax advice ourselves. For a wary foreign founder, that transparency about who does what is more trustworthy than a "we do everything" promise, and it keeps the work on the right side of the RDG.

The corporate-legal lifecycle: what you need and who renders it

The table below maps the corporate-legal lifecycle of a German company. Each row pairs what the company needs with who lawfully renders it, and where to go next. Read it as a routing map: we coordinate, the named professional advises.

Lifecycle area What the company needs Who renders it Routes to
Formation & structuring Entity choice, articles of association, notarisation Rechtsanwalt / notary; firm coordinates setting up the company and its articles of association
Licensing / regulated activity Trade registration, special permits Authorities; firm coordinates trade licence and regulated-activity permits
Commercial contracts / AGB Drafting and review of contracts and general terms Rechtsanwalt (see contracts section below)
Corporate governance Directors' service agreements, shareholders' agreements Rechtsanwalt; firm coordinates (see governance section below)
Compliance (AML / data / transparency) AML programme, transparency-register filing, data protection Firm coordinates; advice by Rechtsanwalt / DPO (see compliance section below)
Tax & accounting Tax registration, returns, advice Steuerberater tax advice from a qualified Steuerberater
Corporate changes & register filings Director, share, capital, name or seat changes Notary / Rechtsanwalt; firm coordinates amending the company and filing changes in the commercial register
Restructuring & M&A Share sales, reorganisations Rechtsanwalt; firm coordinates (see restructuring section below)
Exit / winding-up Dissolution, liquidation, deletion Rechtsanwalt; firm coordinates winding the company down
Disputes Litigation, court representation Rechtsanwalt only (signpost) (referral)

Compliance obligations your company carries

A German company's compliance burden spans anti-money-laundering duties, beneficial-ownership reporting and data protection. These are statutory obligations that apply regardless of how small the entity is, and the figures below are current as of 2026-06-10 but are amended from time to time, so re-verify on any later review.

AML due diligence (§10 GwG)

Where your company is an obligated party under the Money Laundering Act, it must carry out customer due diligence: identify the contracting party and the beneficial owner, assess the purpose and intended nature of the business relationship, screen for politically exposed persons (PEPs), and monitor the relationship continuously on a risk-based footing (§10 GwG). The design of an AML programme is best advised by a Rechtsanwalt; we coordinate the engagement and the practical roll-out.

Transparency register / beneficial owners (§20 GwG)

Legal entities and registered partnerships must obtain, retain, keep current and report their beneficial-owner data to the Transparenzregister without undue delay. Beneficial owners and shareholders holding more than 25% of the shares or voting rights must supply the relevant information (§20 GwG). This is a standalone filing duty, separate from the Handelsregister, and missing it carries fines.

Data protection officer (§38 BDSG)

A data protection officer (DPO) is mandatory where, as a rule, at least 20 persons are constantly engaged in the automated processing of personal data ("in der Regel mindestens 20 Personen ständig mit der automatisierten Verarbeitung personenbezogener Daten") (§38(1) BDSG). Below that headcount, a DPO can still be required where the processing triggers a data protection impact assessment, or where the company processes personal data commercially for transfer or for market and opinion research. We coordinate the appointment of a suitable DPO.

Contracts and general terms (AGB) under German law (§§305 ff. BGB)

German law applies strict statutory content control to general terms and conditions. Under §§305 ff. BGB, standard terms (Allgemeine Geschäftsbedingungen) are policed for fairness: surprising clauses and clauses that unreasonably disadvantage the other party can be void, even in a signed contract. That has a practical consequence: a template lifted from another jurisdiction often does not survive German review. Drafting and reviewing contracts and AGB is legal advice reserved to a Rechtsanwalt; we coordinate the work and manage it in English.

Corporate governance: directors' service agreements & shareholders' agreements

Sound governance rests on two documents in particular: the directors' service agreement (the contract between the company and its managing director, distinct from the appointment) and the shareholders' agreement (which regulates how the owners deal with each other beyond the articles). Both are drafted and advised on by a Rechtsanwalt. We coordinate the engagement, gather your commercial requirements, and keep the drafting moving in English.

Restructuring, M&A and exit coordination

When the structure has to change, whether a reorganisation, a share sale, an internal restructuring or a wind-down, we coordinate the project and a Rechtsanwalt provides the legal advice and documentation. We keep the strands aligned: corporate filings, tax input from the Steuerberater, and the practical sequencing. From here you can route to amending the company and filing changes in the commercial register or to winding the company down.

Disputes: a signpost, not an in-house service

Litigation in Germany is conducted through an admitted Rechtsanwalt. Before the Landgericht and the higher courts, lawyer representation is mandatory (Anwaltszwang), and the Rechtsanwalt is the appointed representative in all legal matters (§3 BRAO). We do not conduct cases, appear in court, or run litigation. What we do is signpost and refer you to a suitable admitted lawyer, then coordinate communication in English. Treat this section as a referral, not a service we provide.

AG, branch and partnership: how they differ (brief)

German corporate law is codified and sits primarily in the GmbHG, AktG, HGB and BGB; a company's existence and changes are recorded in the Handelsregister. This page is GmbH-first, because the GmbH and UG are the forms most foreign founders use. A stock corporation (AG), a German branch of a foreign company, and partnerships each have their own specifics; for those, route to their dedicated pages rather than assuming the GmbH rules apply unchanged.

Who may lawfully advise your company in Germany

  • Independent out-of-court legal services are prohibited unless specifically permitted (§3 RDG)
  • A legal service is any activity in another's specific matter requiring a case-by-case legal examination (§2(1) RDG); standalone debt collection is also a legal service (§2(2) RDG)
  • A non-lawyer firm may render legal services only as a genuine ancillary service (Nebenleistung) to its main activity (§5 RDG)
  • The Rechtsanwalt is the appointed independent adviser and representative in all legal matters (§3 BRAO)
  • Before the Landgericht and higher courts, lawyer representation is mandatory (Anwaltszwang)
  • Tax advice is reserved to Steuerberater (and lawyers)

Frequently asked questions

Independent out-of-court legal services are prohibited unless specifically permitted (§3 RDG); advice and representation in all legal matters is the role of the admitted Rechtsanwalt (§3 BRAO).

English-speaking · Düsseldorf

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