We advise owners, investors, developers and commercial occupiers, from individual properties to extensive portfolios.
Our clients include in particular
Acquisitions, existing portfolios and development projects each raise distinct legal issues. We most frequently assist in the following situations.
A property or portfolio changes hands. From due diligence through the purchase agreement to notarisation and registration in the land register, we allocate purchase price, risk and warranties clearly.
Instead of the property, the shares in the property-owning company are transferred. We structure the share deal with the 90 per cent threshold under the Real Estate Transfer Tax Act and corporate liabilities in view.
A lease for office, retail or logistics space is being negotiated. Term, service charges, indexation and the requirements of Section 550 BGB determine long-term value and predictability.
Arrears, contractual breaches or the landlord’s own space requirements may make termination necessary. We prepare and enforce termination and eviction or defend the tenant’s position.
From the land purchase through developer and construction contracts to marketing: project development requires a continuous chain of contracts that ties together permits, financing and risk.
Deadlines slip, variations pile up, the quality falls short. Whether under the civil-code construction contract or VOB/B, the priorities are proper documentation, effective notices and the timely preservation of claims.
Rights of way, utility rights or encumbrances affect your land. Easements, building charges and land-register entries must be validly created and clearly documented before they turn into a dispute.
The Buildings Energy Act and ESG requirements increasingly demand energy standards and evidence. We bring lease, purchase and construction contracts into line with the new requirements.
Whether German investors are acquiring abroad or international investors are entering the German market, one dedicated contact coordinates the advice across jurisdictions.
German Investors Abroad
You invest in real estate outside Germany.
International Investors in Germany
You acquire or develop real estate in the German market.
Real estate transactions follow a clear sequence. We advise at every stage, from structuring to registration in the land register.
Outline the project or property. We review the structure and risks in confidence and guide the next steps through completion.
In an asset deal the property itself is bought, that is, the land with the building, which must be notarised and entered in the land register. In a share deal, the shares in the property-owning company are acquired, and the property formally stays with the company. The share deal can offer real estate transfer tax advantages and ease the transfer of existing contracts, but it brings the liability for the company's legacy issues. Which option is preferable depends on tax, liability and financing. We structure the transaction to fit.
Buying a property (asset deal) regularly triggers real estate transfer tax, at a rate between 3.5 and 6.5 per cent depending on the federal state. Since the 2021 reform, share deals are also caught: if at least 90 per cent of the shares in a property-owning company are transferred or united in one hand within ten years, transfer tax likewise arises (Section 1 GrEStG). Structures below this threshold, for instance with a co-investor, are possible but complex and require careful planning. We align the structure with the tax adviser.
The review covers above all the land register with encumbrances such as land charges, easements and pre-emption rights, the register of building charges, existing lease and construction contracts, building permits and the planning situation, possible contamination and heritage protection, and increasingly the energy assessment. In a share deal, the corporate and tax review of the property company is added. The findings feed into price, warranties and indemnities. We run the legal due diligence and bundle the findings for the negotiation.
Key points are the term and renewal options, the rent including indexation, the allocation of service charges, maintenance and cosmetic repairs, protection against competition and security. Particularly important is the written-form requirement under Section 550 BGB: if it is not observed for a long-term lease or for amendments, the contract may become terminable early on ordinary notice. Unlike residential tenancy law, commercial leasing allows extensive freedom of contract, which means opportunity and risk alike. We put the lease together and negotiate it, on the landlord and the tenant side.
Termination follows the contract and the law: ordinary termination for the agreed date, extraordinary termination without notice, for instance for substantial arrears or contrary use. If the tenant does not pay or does not move out, an eviction action follows and then enforced eviction. Formal errors and deadlines decide success. For the tenant side, we assess the validity of the termination and the defence options in turn. We enforce your position consistently.
The developer contract combines the purchase of the land with the obligation to construct the building. It is subject to the Brokers and Developers Ordinance (MaBV), which protects the buyer, in particular by tying instalment payments to construction progress and through security. Important are a clear construction and specification description, rules on completion dates, acceptance and warranty, and the handling of defects. We negotiate the contract and support acceptance and warranty.
The statutory construction contract under the Civil Code applies unless otherwise agreed and, since 2018, contains its own rules, for instance on the client's right to order changes and on instalment payments. The VOB/B is a pre-formulated set of rules that the parties can additionally agree; it is tailored to construction practice, but is subject to review of standard terms if it is not incorporated as a whole. Which basis makes sense depends on the project and the role. We draft construction contracts and support variations, delay and defect claims.
A land purchase requires notarisation. After the purchase agreement is negotiated, the notary notarises it, secures the buyer through a priority notice in the land register and obtains the necessary approvals and the deletion of encumbrances not taken over. The purchase price is usually only paid once the conditions for payment are met; with conveyance and registration, ownership passes. We negotiate the contract, coordinate the notary appointment and monitor completion through to land-register entry.
International investors can generally acquire German real estate freely. What has to be settled is the appropriate acquisition and holding structure, the real estate transfer tax consequences, the financing with German security and tax topics such as withholding tax and the ongoing taxation of rental income. Practical points such as notarisation, powers of attorney and communication with the notary and land registry are added, supported in English if desired. We steer the transaction as a single point of contact and involve tax and financing advisers.
The Buildings Energy Act (GEG) sets requirements for new build, refurbishment and building services and calls for energy certificates. European requirements and ESG criteria are added, which are increasingly decisive for the financing and value of real estate, for instance with regard to the EU taxonomy and reporting duties. For owners and investors this means obligations in the portfolio and on transactions, and for landlords questions of passing on refurbishment costs. We bring purchase, lease and construction contracts into line with these requirements and assess the legal risks.
