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Articles Of Association By Laws
"I need Articles of Association By Laws drafted for a German GmbH technology startup with three founding shareholders, including provisions for digital shareholder meetings and future investment rounds, planned for incorporation in March 2025."
1. Company Name and Registered Office: Legal name of the company, registered office location, and business address
2. Purpose of the Company: Description of the company's business objectives and permitted activities
3. Share Capital: Amount of share capital, division into shares, and types of shares if applicable
4. Shareholders: Initial shareholders and their shareholdings
5. Management: Provisions regarding appointment, removal, and powers of managing directors
6. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings, voting rights, and resolutions
7. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting and profit distribution
8. Notices: Methods and requirements for official company communications
9. Duration and Dissolution: Company's duration (if limited) and provisions for dissolution
1. Transfer of Shares: Detailed provisions for share transfers, including any restrictions or pre-emptive rights
2. Supervisory Board: Required for AGs and larger GmbHs, detailing composition and functions of the supervisory board
3. Advisory Board: Optional governance body for additional oversight or expertise
4. Non-Competition: Restrictions on shareholders' competing activities
5. Tag-Along and Drag-Along Rights: Special provisions for share sales in case of ownership changes
6. Deadlock Resolution: Procedures for resolving disputes between shareholders
7. Digital Meetings: Provisions for virtual shareholders' meetings and electronic voting
8. Branch Offices: Provisions for establishing and managing branch offices
1. Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial capital contributions
2. Sample Share Certificate: Template for share certificates if physical certificates are to be issued
3. Management Rules of Procedure: Detailed guidelines for management operations and decision-making
4. Supervisory Board Rules of Procedure: Detailed guidelines for supervisory board operations, if applicable
5. List of Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
6. Corporate Governance Guidelines: Detailed corporate governance procedures and policies
Authors
Manufacturing
Technology
Financial Services
Retail
Healthcare
Professional Services
Real Estate
Energy
Transportation
Construction
Media and Entertainment
Education
Agriculture
Hospitality
Legal
Corporate Governance
Compliance
Executive Management
Board Secretariat
Corporate Affairs
Finance
Risk Management
Investor Relations
Administration
Chief Executive Officer
Managing Director
Board Member
Company Secretary
General Counsel
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Chief Financial Officer
Head of Corporate Affairs
Board Chairman
Supervisory Board Member
Chief Operations Officer
Corporate Secretary
Legal Director
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