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Articles Of Organization With Statement Of Conversion

Articles Of Organization With Statement Of Conversion Template for Germany

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Key Requirements PROMPT example:

Articles Of Organization With Statement Of Conversion

"I need Articles of Organization with Statement of Conversion for converting my existing German sole proprietorship into a GmbH, with three new shareholders joining and planned execution by March 2025, focusing on technology consulting services in Berlin."

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Document background
Articles of Organization with Statement of Conversion is a crucial document used in German business transformations when an existing entity needs to change its legal form while establishing a new organizational structure. This document is particularly relevant when companies seek to modify their legal structure for reasons such as liability protection, tax optimization, or business expansion. It must comply with the German Transformation Act (Umwandlungsgesetz) and includes detailed information about the converting entity, new organizational structure, capital requirements, management framework, and asset transfer provisions. The document serves as both a founding document for the new entity and a legal instrument for the conversion process, requiring careful consideration of various stakeholder interests and regulatory requirements under German law.
Suggested Sections

1. Converting Entity Information: Details of the existing entity including current legal form, registration information, and business address

2. New Entity Details: Specification of the new legal form, company name, registered office, and business purpose

3. Capital Structure: Details of share capital, nominal amounts, and shareholder contributions

4. Management Structure: Appointment of managing directors (Geschäftsführer) and their powers of representation

5. Statement of Conversion: Formal declaration of conversion including effective date and legal basis under UmwG

6. Shareholder Information: List of shareholders with their respective shareholdings and voting rights

7. Business Objects: Detailed description of the company's business activities and purposes

8. Fiscal Year: Definition of the company's fiscal year

9. Supervisory Requirements: Provisions regarding any supervisory board if required

10. Notice and Meeting Requirements: Procedures for shareholder meetings and voting

11. Transfer of Assets: Description of asset and liability transfer from old to new entity

Optional Sections

1. Supervisory Board Provisions: Required only if the company meets size thresholds requiring a supervisory board

2. Special Rights and Benefits: Include when specific shareholders or managing directors are granted special privileges

3. Non-Cash Contributions: Required when capital contributions include non-monetary assets

4. Branch Offices: Include when the company has or plans to establish branch offices

5. Employee Participation: Required when the converting entity has employee participation systems

6. Profit and Loss Distribution: Special provisions for profit sharing if deviating from standard proportional distribution

Suggested Schedules

1. Conversion Balance Sheet: Detailed financial statement showing the company's assets and liabilities at conversion

2. Shareholder Resolution: Copy of the resolution approving the conversion

3. Asset Register: Detailed list of all assets being transferred in the conversion

4. Articles of Association: Complete new articles of association for the converted entity

5. Managing Director Acceptance: Written acceptance of appointment by managing directors

6. Bank Confirmation: Proof of capital contribution for the new entity

7. Conversion Report: Detailed report explaining the legal and economic aspects of the conversion

8. Employee Rights Documentation: Documentation regarding the treatment of employee rights post-conversion

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions








































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Relevant Industries

Manufacturing

Technology

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Construction

Logistics

Energy

Telecommunications

Hospitality

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Governance

Tax

Compliance

Executive Leadership

Corporate Development

Risk Management

Shareholder Relations

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Tax Director

Finance Director

Compliance Officer

Business Development Director

Corporate Restructuring Manager

Operations Director

Risk Manager

Board Member

Shareholder Relations Manager

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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