Law as a tool, not an obstacle
The law does not only impose rules and restrictions; it opens up room to shape things. It makes it possible to turn ideas into plans and plans into reality. For founders that means something very concrete: the right construction at the outset saves money, time and nerves later.
I have advised as a lawyer since 1994 and, since 2002, additionally as a business consultant focused on strategy and law. From 2012 to 2017 I was managing director of Confluentes Rheinland GmbH, since 2015 of Rheinland Enterprises GmbH and since 2018 of Bonner Immobilienteam Verwaltungs GmbH. I therefore know these questions not only from the file but from the responsibility.
Founding
The legal form. The first decision and the one with the longest reach. It determines who is liable, how you are taxed, what formation costs and how flexible the business will be later. We go through the points together — and I will tell you when the simple answer is the right one.
The articles of association. They are the constitution of the company. The statutory rules apply only where nothing else has been agreed, and they are rarely what shareholders actually want. What matters most are the points nobody thinks about while getting started: how are decisions taken? What happens if a shareholder wants out, falls ill or dies? How is a departing shareholder paid off — and where does that money come from?
Shareholder agreement. Much does not belong in the publicly accessible articles but in a supplementary agreement: cooperation, remuneration, non-competition, and rules for the event of dispute.
Running the business
Contracts with business partners. Cooperation, distribution and supply relationships, service contracts. Whoever records the arrangement in writing does not have to reconstruct in a dispute what was meant.
Standard terms of business. They must fit the business model and withstand judicial review — a stricter standard towards consumers than between businesses.
Protecting the idea. Not everything is patentable or registrable as a trade mark. A great deal can nevertheless be secured by contract: confidentiality agreements before conversations with investors or partners, non-competition clauses, and clear provisions on rights of use in software, designs and text.
Management and liability. A managing director’s service agreement is not an employment contract and follows different rules. Knowing the limits of your own liability makes for calmer leadership.
When things get tight
Not every venture works out. Then negotiations with creditors are due, or proceedings that make a fresh start possible. The law offers clarity and new chances in difficulty — more on that under restructuring advice.
Disputes between shareholders belong here too. The decisive question there is also: what is in your long-term interest? On that basis, fair and durable solutions can be developed with the other side.
How we begin
Tell me about your plans — what you want to do, with whom, and where you want to be in five years. That usually shows by itself which questions need answering first.