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Corporate Law

Corporate law and corporate governance corporate law Legal Policy corporate stock law digitalization Virtual Annual General Meeting corporate governance law

German corporate law offers companies a variety of legal structures that allow them to organize themselves and present themselves in the market according to their specific needs. Among the best-known national legal forms are the GbR, the OHG, and the KG, as well as the AG and the GmbH as corporations. In addition, the Societas Europaea (SE) has gained increasing importance and is particularly valued by larger companies due to its European and international orientation.

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Dig­i­tal­iza­tion in Cor­po­rate Law

With the entry into force of the Act Implementing the Digitalization Directive (german: “Gesetz zur Umsetzung der Digitalisierungsrichtlinie, DiRUG”) and the Act Supplementing the Implementation of the Digitalization Directive (german: “Gesetz zur Ergänzung der Regelungen zur Umsetzung der Digitalisierungsrichtlinie, DiREG”) in August 2022, Germany took significant steps towards the use of digital tools and processes in company law. At the European level, this process has been further advanced by the EU Directive on Expanding the Use of Digital Tools and Processes in Company Law. The Federation of German Industries (BDI) welcomes the expansion of digital procedures in company law.

Pro­pos­als to re­form Ger­man Stock Cor­po­ra­tion Law

There have long been calls to review German stock corporation law – all the more so given that partnership law was recently reformed by the so called “MoPeG”. However, in response to this demand, the legislature has so faronly made selective amendments to the German Stock Corporation Act (german: “Aktiengesetz, AktG”). Proposals to reform the law on defective resolutions – with the aim of revitalizing the annual general meeting – or to reform the law governing supervisory boards, however, have not been addressed.

The Ger­man Cor­po­rate Gov­er­nance Code

The Government Commission plans to revise the German Corporate Governance Code (german: „Deutscher Corporate Governenace Kodex, DCGK”) in 2026. The revision is intended to streamline the code. The DCGK is the basis for the annual declaration of compliance that German listed companies must issue under the German Stock Corporation Act (“AktG”).

EU Inc. – A New Mo­men­tum for the Eu­ro­pean Sin­gle Mar­ket?

The EU Inc. is intended to create a uniform European corporate entity that will exist alongside the 27 national legal forms and be recognized in all member states. The EU Inc. is comparable to the German GmbH, as shareholders are not liable for the company’s debts. The BDI supports the initiative.