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Articles Of Association By Laws Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Articles of Association By Laws (Satzung) is a mandatory legal document required for establishing any corporation or limited liability company in Germany. This document serves as the company's constitutional charter, defining its fundamental structure, governance framework, and operational parameters. It must be executed before a German notary and filed with the Commercial Register (Handelsregister) as part of the company formation process. The content is governed by strict requirements under German corporate law, particularly the GmbHG for limited liability companies or AktG for stock corporations. The document includes essential information about share capital, corporate governance, shareholder rights, and decision-making processes, forming the legal backbone for all corporate activities and relationships between shareholders, management, and other stakeholders.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses































Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Construction

Media and Entertainment

Education

Agriculture

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Management

Board Secretariat

Corporate Affairs

Finance

Risk Management

Investor Relations

Administration

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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