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Articles Of Incorporation And Certificate Of Incorporation
"I need Articles of Incorporation and Certificate of Incorporation for a German GmbH tech startup with three founding shareholders, €25,000 initial capital, to be established by March 2025, with standard shareholder voting rights and basic management structure."
1. Article 1 - Company Name and Registered Office: Specifies the company's legal name (Firma) and location of registered office (Sitz der Gesellschaft)
2. Article 2 - Object of the Company: Defines the business purpose and activities of the company (Unternehmensgegenstand)
3. Article 3 - Share Capital and Shares: States the amount of share capital (Stammkapital/Grundkapital) and division of shares
4. Article 4 - Shareholders and Contributions: Lists initial shareholders and their respective capital contributions
5. Article 5 - Duration and Fiscal Year: Specifies company duration (typically unlimited) and defines the fiscal year
6. Article 6 - Management and Representation: Defines management structure and rules for representing the company
7. Article 7 - Shareholders' Meetings: Establishes procedures for convening and conducting shareholders' meetings
8. Article 8 - Resolutions of Shareholders: Details voting rights and decision-making procedures
9. Article 9 - Annual Financial Statements: Specifies requirements for financial reporting and profit distribution
1. Article on Transfer Restrictions: Optional provisions restricting the transfer of shares (Vinkulierung) - recommended for closely held companies
2. Article on Advisory Board: Optional establishment of an advisory board (Beirat) - useful for larger companies or those wanting additional oversight
3. Article on Non-Competition: Optional non-compete provisions for shareholders - relevant when shareholders might have competing interests
4. Article on Inheritance: Optional provisions regarding succession of shares - important for family businesses
5. Article on Additional Shareholder Obligations: Optional additional obligations of shareholders (Nebenleistungspflichten) - used when shareholders need to provide specific services
1. Schedule 1 - Initial Shareholders List: Detailed list of initial shareholders with their personal/corporate information and shareholdings
2. Schedule 2 - Capital Contribution Schedule: Detailed breakdown of how and when capital contributions are to be made
3. Schedule 3 - Management Rules: Detailed rules and procedures for management if more extensive than in main articles
4. Appendix A - Powers of Attorney: Forms for power of attorney for company registration and initial setup
5. Appendix B - Bank Account Information: Details of capital contribution account for company registration
Authors
Technology
Manufacturing
Retail
Professional Services
Financial Services
Healthcare
Real Estate
Construction
Energy
Transportation
Hospitality
Education
Media and Entertainment
Agriculture
Telecommunications
Legal
Corporate Governance
Compliance
Finance
Executive Leadership
Risk Management
Corporate Affairs
Board of Directors
Company Secretariat
Business Development
Strategy
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Board Member
Company Founder
Business Development Director
Corporate Governance Officer
Risk Manager
Head of Legal
General Counsel
Chief Operating Officer
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