Company Formations

TUR ADVOCATES Rechtsanwaltsgesellschaft mbH advises private individuals, financial service providers (e.g. fund managers) and banks on all questions of banking and capital market law. Mr. Tur’s team will be happy to assist you in your day-to-day business, e.g. in drafting new products and in negotiating and drafting contracts for you in German or in English.

As TUR ADVOCATES Rechtsanwaltsgesellschaft mbH is admitted to practice in England & Wales as well as in Germany, we are able to advise our clients on complex legal issues in German as well as in English law and to represent their interests in court and before authorities in Germany and in England. We can therefore represent and advise you in the most important and largest financial markets.

Our main Areas of Expertise

Banking contract law

Loan contract and loan security law

Purchase and sale of loans or loan portfolios

Capital market law (e.g. drafting of prospectuses, offering documents and issuance procedures

Advice on interest rate swap transactions

Liability in case of breach of advisory duties

Litigation and defense of claims for banks, financial service providers and private individuals

Recovery of processing fees

Limited by Shares (with limited liability)

The corporate structure is relatively new and was created for non-profit companies. The characteristics of the Limited by Guarantee are the same as those of the Limited by shares. However, the major difference is that the shareholders of the Limited by Gurantee do not acquire shares, but provide guarantees at the time of incorporation. The amount of the guarantees then determines up to what level the guarantors are liable should the company get into financial difficulties.

Should a profit remain at the end of the business year with the limited by guarantee, this profit can only be paid out to the shareholders in exceptional cases. However, this payment would then result in the limited by guarantee losing or being deprived of its status as a charitable institution.

Limited by Guarantee (with limited liability)

This corporate structure is relatively new and was created for non-profit companies. The characteristics of the Limited by Guarantee are the same as those of the Limited by Shares. The big difference, however, is that the shareholders of the Limited by Gurantee do not acquire shares, but provide guarantees at the time of incorporation. The amount of the guarantees then determines up to what level the guarantors are liable should the company get into financial difficulties.

Should a profit remain at the end of the business year with the Limited by Guarantee, this profit can only be paid out to the shareholders in exceptional cases. However, this payment would then result in the Limited by Guarantee losing or being deprived of its status as a charitable institution.

Our main Areas of Expertise

Registration of the head office in England & Wales

Registration of the Limited in the House of Companies

Assistance in opening a bank account in England & Wales

Assistance with the registration of a business address in England & Wales (registered office & virtual office, if applicable)

Support in “procuring” a separate postal address for the managing director

Support with the registration of an independent branch office in Germany

Limited Liability Partnerships

The LLP structure is often preferred by professionals who are already traditionally organized in partnerships. The LLP offers its partners & members the same liability protection as a Ltd or Plc. For this reason, the LLP is often preferred by accountants, tax advisors & law firms. The English LLP is also a very internationally recognized and popular business model. Therefore, the LLP structure is also frequently used by law firms operating internationally, as the LLP structure allows partners/members to operate branches of the LLP in different countries without major problems.

Due to the tax advantages, legal certainty and international standing, this corporate structure is now also popular with traditional German law firms. The liability of the members is limited in the LLP structure. The LLP exists as a separate legal entity from its members. Therefore, the LLP is liable with its assets in the external relationship. To what extent the members can be held liable in the internal relationship depends on the respective partnership agreement.

TUR ADVOCATES Rechtsanwaltsgesellschaft mbH has the necessary know-how and experience to support German law firms in restructuring into an English LLP. We are also happy to assist our colleagues in registering the LLP with the relevant authorities (tax office, bar associations, insurance companies, etc.) and also in opening branches in England & Wales if necessary. TUR ADVOCATES would then also take care of the formalities for our clients in order to register the LLP with the local bar association and, if necessary, support them as a consultant in setting up the English law firm.

Upon request, TUR ADVOCATES Rechtsanwaltskanzlei mbH will also assist them in drafting, printing, binding and mailing a partnership agreement tailored to their needs. We therefore offer our clients tailor-made LLP formation packages.

Public Limited Company

The Plc is an English public limited company. The shares of the Plc can be sold to the general public in order to increase the capital of the company. The Plc is the only English corporate structure that is allowed to increase the company’s share capital by selling its shares to the public. The Ltd and the LLP are excluded from this process.

The Plc can be the right structure for companies that need high investments for the realization of large projects and need a prestigious profile for this purpose. The Plc status will allow the shareholders to have a simplified access to the capital market, e.g. through the sale of shares or through bank loans. This approach will generally be necessary to finance large projects, e.g. infrastructural projects (airports, freeways, housing estates etc.).

At least two directors and one company secretary are required for incorporation. Unlike the Ltd and the LLP, there is a nominal capital that must be reached before the Plc can do business. The Plc must sell a total of shares with a nominal value of £50,000 or the equivalent EURO amount to its shareholders. However, only a fourth of the shares sold, together with the premium, must be paid up. In total, the shareholders must have paid up at least 12,500 or the comparable EURO amount before the Plc. can obtain the trading certificate from Companies House. The trading certificate confirms that the Plc has the necessary share capital. The share capital must be paid up in either GBP or EURO. All other currencies are not sufficient for this purpose.

TUR ADVOCATES Law Office Ltd. offers tailor-made Plc incorporation packages to our interested clients.

Our main Areas of Expertise

Registration of the head office in England & Wales

Registration of the Plc in the House of Companies

Assistance in opening a bank account in England & Wales

Assistance with the registration of a business address in England & Wales (registered office & virtual office, if applicable)

Support with the registration of an independent branch in Germany and entry in the Commercial Register in Germany

Support with registration at the responsible tax office, IHK, etc.