Englisch (Fach) / Legal English (Lektion)

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  • Company A business association which has the character of a legal person, distinct from its officers and shareholders. Firma
  • Legal person Artificial entity crated by law and given legal rights and duties, for example a corporation Rechtssubjekt
  • Personal liability State of being legally obliged out of one’s own personal assets Persönliche Haftung
  • fraud Deliberate misrepresentation or concealment of a material fact to gain an advantage Betrug
  • Ultra vires Unauthorised, beyond a person’s legal power Vollmachtsüberschreitend
  • Corporate veil Separation between the corporation and its shareholders such that the shareholders will not be held personally liable for corporate debts Durchgriffshaftung
  • Legal entity Individual or organisation that can enter into contracts, is responsible for its actions and can be sued Juristische Person
  • Certificate of incorporation Document issued by a governmental authority granting a company status as a legal entity Gründungsurkunde
  • Statutory forms Forms required by law gesetzlich vorgeschriebene Form
  • Memorandum of association Legal document that sets out the important elements of the corporation, including its name, address, objects and powers. It is on of the two fundamental documents upon which registration of a company ...
  • Nominal capital Total amount of stock a company may offer to its shareholders genehmigtes Kapital
  • Articles of association Document that defines a company’s internal organisation Gesellschaftsvertrag
  • Annual general meetings Yearly meeting of shareholders of a company where various company actions may be presented and voted upon Jahreshauptversammlung
  • Extraordinary general meetings Any meeting of the shareholders of a company other than the annual general meeting which is called to discuss certain special issues of a company außerordentliche Hauptversammlung
  • Board of directors Group of individuals elected by shareholders to make the major decisions of the company Vorstand
  • Duty of care Obligation of a person to act with reasonable caution or prudence, the violation of which results in liability law Sorgfaltspflicht
  • Fiduciary duty Obligation to act solely in the best interests of another Treuepflicht
  • Conflict of interest Clash between a person’s personal interests and their public or fiduciary responsibility Interessenskonflikt
  • Balance sheet Financial statement showing a company’s assets, liabilities, and equity on a given date Bilanz
  • bonus Payment above what was due or expected Extrazahlung
  • liquidation Dissolution of a company whereby all assets are sold and the proceeds used to pay off debts Konkurs
  • Capitalisation issue Process whereby a company’s money is converted into capital and the  distributed to shareholders as new shares
  • Profit-and-loss account Statement summarising a company’s revenues and expenses over a period of time Gewinn- und Verlustrechnung
  • Authorised share capital Maximum number of shares that a company can issue, as specified in the firm’s memorandum of association genehmigtes Aktienkapital
  • Dividend Part of a company’s profits paid to shareholders Dividenden
  • Issued share capital Proportion of authorised capital which has been issued to shareholders in the form of shares ausgegebene Aktien
  • Ordinary share Type of share in a company that entitles the shareholder for voting rights and dividends Stammkapital
  • Pre-emption rights Entitlement entailing that, when new shares are issued, these must first be offered to existing shareholders in proportion to their existing holdings Bezugsrecht
  • Preference share / preferred shared Type of share that gives rights of priority as to dividends, as well as priority over other shareholders in a company’s winding-up Vorzugsaktie
  • Rights issue Offer of additional shares to existing shareholders, in proportion to their holdings, to raise money for the company Bezugrechtsemission
  • Subscriber Someone who agrees to buy shares or other securities Teilnehmer
  • Capitalisation Act of providing capital for a company through the issuance of securities Kapitalisierung
  • Share capital Aktienkapital
  • Share subdivision / stock split Exchange of a multiple of new shares for each old share such that shareholdings are in the same proportion afterwards Aktiensplit
  • Share consolidation /reverse split Proportional exchange of existing shares in the corporation for a fewer number of shares, each with greater value Aktiensplit umkehren
  • Special resolution Resolution on major decisions of a company (such as changing the company’s articles or reducing its share capital) at a general meeting that must be passed by a certain majority, usually 75% außerordentlicher ...
  • Loan capital Form of long-term borrowing geliehenes Kapital/Schulden
  • debentures Instrument issued under seal which evidences a debt or security for a loan of a fixed sum of money; a long-term debt not secured by any particular asset, but rather by the general earning capacity of ...
  • Fixed charge Grant of security for a loan on a specific asset or on specific assets whereby the creditor has first claim to recover upon default by the debtor Fixkosten
  • Floating charge Form of security interest over the debtor’s assets which may change on a daily basis, such as stock; a grant of security for a loan on the company’s assets in general, and not on any specific asset ...
  • Term Name
  • To entail To involve
  • To waive To give up
  • To typify To be an example of
  • To recover To regain
  • Accrue (benefits) To increase in number or amount over a period of time, especially in a financial sense heranwachsen, steigern
  • Dismiss (members) To remove someone from their job, usually because they have done something wrong; to cease to consider, to put out of judicial consideration
  • Constitutional amendment A change in a company’s name, capital or objects Verfassungsänderung
  • consolidation The combining of two companies to form an entirely new company Firmenzusammenschluss 
  • Voluntary liquidation Liquidation proceedings that are supported by a company’s shareholders