Startup: Foundation, participation, venture capital under german law
Consulting for founders & investors in Germany
At the beginning of their engagement, german founders are confronted with a multitude of economic, strategic and legal questions. They enter into contractual relationships with investors, employees, customers and suppliers. Only with the optimal legal and fiscal framework can an entrepreneurial project be successfully implemented and risks minimized in german practice.
As a commercial law firm in Germany, we offer our clients comprehensive advice in all entrepreneurial matters and accompany many start-ups through the four phases: from the founding and development of the company, through successful financing, through the hurdles of corporate management and structuring, to a possible sale or merger with other companies. Our goal is always: the economic and strategic pole position of our clients for the entrepreneurial start under german law.
For a non-binding inquiry, please contact one of our contact persons directly by phone or e-mail or use the contact form at the bottom of this page.
Our services for founders of startups in Germany
We focus on specialization! The legal and tax issues involved in setting up and managing a company are manifold. This must also be reflected in the advice we provide. At ROSE & PARTNER, each client has access to specialized attorneys, attorneys specialized in corporate law, tax law and intellectual property rights, as well as tax consultants. We also offer specialized legal opinions on particular matters of german law, as often requested by investors, banks or regulatory bodies.
In the following you will find an overview and more detailed information on all our services for founders of startups.
I. Foundation of a Startup under german law
- Company formation: Advice in Corporate Law on choosing the appropriate corporate form for start-ups, drafting articles of association, shareholder agreements and VC participation agreements
- Employees: employment law for founders, e.g. managing director contracts, employment contracts, employee participation and employee profit-sharing schemes for employees and management (ESOP, VSO)
- Intellectual Property: drafting of general terms and conditions and license agreements etc.; advice and representation in trademark and copyright law (protection of trademarks, IP, know-how) and in competition law & antitrust law: (non-competition clauses for managing directors & shareholders; avoidance of warnings and claims for damages due to violations of competition or antitrust law)
- Data protection: Advice on data protection compliance, data protection in human resources and in the collection of customer data, effective data protection declaration & DSGVO
- IT law: protection of software through appropriate IT contracts and support of IT projects, software licensing agreements, social media law
- Financial Services and Fintech: Advice to Fintech companies on data protection law and corporate structuring, advice on business models in supervisory law, application for BaFin license, ICO law, block chain technology
- Taxes: Tax consultancy and assistance in tax law on foundation and succession of businesses, restructurings and transactions of all kind, including M&A
II. Financing of german start-ups
- Financing models:Consulting for financing start-ups and finding a suitable financing model, including Venture Capital and Private Equity
- Financing: Drafting of contracts and assistance in contract negotiations for venture capital, silent partnership, crowdfunding, mezzanine financing, small cap financing, ICOs, virtual employee participation (ESOP, virtual stocks and virtual shares) including Vesting clauses, employee participation in the GmbH, shareholder loan
- Advice for investors: venture capital investment agreements, due diligence checks, preparation and support of the exit, amendment of company and management contracts
III. Management of an existing start-up in Germany
- Company:Corporate housekeeping in Germany, inlcuding: Disputes within the company, termination, exclusion and compensation of shareholders, capital increase, shareholders' agreements
- Managing director: Advice and representation in cases of managing director liability, termination, dismissal and resignation of the managing director
- Employees: Advice on legal matters of employment law, fixed-term employment contracts, termination, termination agreement and settlement agreement, severance pay, AGG - General Equal Treatment Act, Employee and Management Participation (ESOP, VSO)
- Data Protection: Defense against and enforcement of warnings, claims for damages and lawsuits due to violations of data protection or the DSGVO, warning in advertising law, warning in competition law, cartel and supervisory law, trademark warning, copyright
- Conversions and cooperations: Advice on conversion & restructuring of the company; conversions e.K. into GmbH, GmbH & Co KG into GmbH, merger & split, holding and group structures, voting trust and pooling agreements, trust agreements, joint venture
IV. Buy, sell or transfer a startup in german practice
- Acquisition of a start-up: Acquisition of a company or shareholding in Germany, company valuation and purchase price determination, consulting and contract drafting for the purchase of a GmbH, asset deals or share deals, transactional due diligence in legal and tax matters including transactional Due Diligence
- Sale of a start-up: Sale of a company or participation, tax audit of the purchase and tax-optimized structuring, reduction of liability risks, purchase price determination (Enterprise Value),
- Inherit or give away a start-up: advice & contract drafting for asset protection and business succession, marriage contracts for entrepreneurs and shareholders, representation in divorce proceedings, entrepreneurial wills, company valuation for inheritance and gift tax
Our 5 bids for founders in Germany
The owners of ROSE & PARTNER do not only have an eye for the essentials from the classical consulting practice and the accompaniment of numerous successful business start-ups in Germany. We ourselves can look back on a very successful company foundation and know many topics and problems of start-ups at first hand.
If you break down these insights to the essentials, the following five legal and tax rules apply to german startups:
- Reduction of liability risks, especially personal liability
- Minimization of the tax burden
- Protection of own ideas, brands, patents
- Protection from warnings from competitors
- Legal security in the relationship with investors and contractual partners
Special conditions under german law
Due to our experience and specialization, our specialists are familiar with all common legal and tax issues related to the establishment of a company and business succession in Germany. In addition, we can offer discounted rates to german start-ups and founders interested in long-term cooperation.We offer young companies both reduced hourly rates starting at 350 EUR (plus VAT) on our time fees and attractive package prices for typical products and consulting services.
Support over the entire life cycle of the german startup
ROSE & PARTNER has experienced lawyers specialized in german corporate law, who will actively support you in the complex negotiations with investors - from seed financing to early stage financing to later stage negotiations. Regardless of whether you have a sustainable business model or a medium-term exit via a trade sale in mind, we set the course as early as at the foundation stage and thus provide strategic support for every objective.
As a commercial law firm in Germany, we naturally also support companies and their owners in all legal and tax issues after the successful start-up phase in general ongoing business operations.