Corporate law
We help clients establish companies, resolve shareholder disputes, address director liability, change management structures, and wind down operations. We provide advice, prepare documents, negotiate, and represent clients in court.
Legal services for companies and shareholders
We advise and prepare documents on the formation, governance, and operation of legal entities. We also help clients carry out reorganizations, changes of legal form, and spin-offs in compliance with the law.
When you may need a corporate attorney
A business partner is blocking decisions
Shareholder deadlock can leave a company unable to make valid decisions. We assess what the articles of association allow, whether a meeting can be called or a judicial investigation of the company’s activities sought, and whether an ownership exit is appropriate.
You want to leave the business
Selling shares involves more than agreeing on a price. The transfer procedure in the articles of association, other shareholders’ rights of first refusal, the required legal form, and share-accounting entries all matter. Without the necessary steps, the buyer does not become a shareholder.
A director is facing a damages claim
Claims against current or former directors turn on whether their decisions complied with their duties of care and loyalty. Promptly gather documents showing how and in what circumstances the decision was made.
You are starting a business with a partner
You need to choose a legal form and agree on capital, management, and ownership shares. The rules included in the articles of association and shareholders’ agreement at this stage can determine the outcome of later disputes.
Businesses are being combined or divided
Reorganizations, spin-offs, and changes of legal form follow prescribed procedures, including creditor notifications and deadlines. A procedural error can delay the entire transaction or leave uncertainty over assets and liabilities.
You want to close a company
A company is formally wound up through liquidation, with creditors and employees paid. If it cannot meet its obligations, we assess whether there is a duty to initiate insolvency proceedings.
What to know before making a decision
There is a limited time to challenge a corporate decision. The Civil Code sets a three-month limitation period for challenging decisions of a legal entity’s bodies, starting when you learned, or should have learned, of the decision, unless another law provides a different period or procedure. After the deadline, even a defective decision will generally remain in effect. Act promptly when you receive meeting minutes or a meeting notice.
A shareholders’ agreement does not resolve every issue. It binds only its signatories, so a breach does not automatically invalidate a corporate decision. The injured party’s remedies remain contractual, such as penalties or damages. Key rules on voting, share transfers, and deadlock resolution should also be reflected in the articles of association.
Limited shareholder liability is not absolute. Under the Civil Code, an owner may bear secondary liability if their bad-faith conduct leaves the company unable to meet its obligations. A member of a management body is liable for losses caused by breaching the duties to act honestly, reasonably, and loyally. The Law on Insolvency of Legal Entities requires a director to inform the owners immediately when the company becomes insolvent and propose steps to restore solvency. If those steps fail, insolvency proceedings must be initiated. Delay generally increases personal exposure.