Unternehmensvertrag

An Unternehmensvertrag is a corporate law contract between legally independent but economically affiliated companies, which according to §§ 291 ff. AktG – typically as a domination or profit transfer agreement (BGAV) – creates a so-called contractual group. Through the domination agreement, the dependent company transfers its management authority to the controlling company; the profit transfer agreement additionally obligates it to transfer its entire annual surplus to the controlling entity, usually a stock corporation (AG), limited liability company (GmbH), or partnership limited by shares (KGaA). For validity, notarization, shareholder resolution, and registration in the commercial register are mandatory. Upon registration in the commercial register, a tax group is regularly established, facilitating intra-group loss compensation and cash pooling. Under group law, profit equalization, loss assumption, as well as compensation and settlement payments according to § 304 ff. AktG secure the rights of external shareholders. Unternehmensverträge thus offer central group management, tax optimization, and liability limitation, but require careful drafting to avoid risks of contestation and liability. Specialized lawyers and notaries assist in reviewing, drafting, and registering the Unternehmensvertrag, ensuring your group can securely leverage the advantages of domination agreements, profit transfer agreements, and contractual groups.

Unternehmensvertrag appears in the commercial register when, for instance, domination or profit transfer agreements are concluded. Through the handelsregister.ai API, such entries can be extracted from historical and company data, allowing users to quickly recognize group structures, management authority, and tax groups, and assess risks in due diligence and compliance processes.