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Company's Articles Of Association Template for Germany

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Key Requirements PROMPT example:

Company's Articles Of Association

"I need Articles of Association for a German technology startup GmbH to be established in March 2025, with three founding shareholders and special provisions for share transfer restrictions and a technical advisory board."

Document background
The Company's Articles of Association is a mandatory legal document required under German law for the establishment and operation of any corporation or limited liability company. This foundational document must comply with either the Aktiengesetz (for stock corporations) or GmbH-Gesetz (for limited liability companies) and requires notarization before being registered with the German Commercial Register. It contains essential information about the company's structure, governance, capital, shareholder rights, and operational framework. The Articles of Association serve as the primary reference point for resolving corporate governance issues, shareholder disputes, and questions about company operations. They must be drafted with careful consideration of both legal requirements and the company's specific needs, as amendments typically require shareholder approval and re-registration.
Suggested Sections

1. Company Name and Registered Office: Legal name of the company and address of registered office in Germany

2. Purpose of the Company: Description of business objectives and permitted activities

3. Share Capital and Shares: Amount of share capital, division into shares, types of shares

4. Corporate Bodies: Structure of corporate governance (Management Board, Supervisory Board if applicable)

5. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights

6. Management and Representation: Powers and duties of management, signing authority

7. Financial Year and Annual Accounts: Definition of financial year, provisions for accounting

8. Profit Distribution: Rules for distribution of profits and handling of losses

9. Notices and Announcements: Methods for official company communications

Optional Sections

1. Transfer of Shares: Include when specific restrictions on share transfers are desired

2. Pre-emptive Rights: Include when shareholders should have first right to purchase shares being sold

3. Non-Competition: Include when restrictions on shareholders' competing activities are needed

4. Advisory Board: Include when an additional advisory body is desired (especially for GmbHs)

5. Severability Clause: Include to ensure remainder of articles remain valid if some provisions are invalid

6. Arbitration Clause: Include when disputes should be resolved through arbitration rather than courts

Suggested Schedules

1. Initial Shareholders: List of founding shareholders with their respective shareholdings

2. Contribution Schedule: Details of initial capital contributions and payment terms

3. Special Rights: Any special rights or obligations attached to specific shares or shareholders

4. Rules of Procedure: Detailed operational rules for management board and/or supervisory board

5. Form of Share Certificate: Template for share certificates if physical certificates are to be issued

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

Professional Services

Retail

Healthcare

Real Estate

Energy

Transportation

Construction

Education

Hospitality

Media and Entertainment

Agriculture

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Management

Board Administration

Finance

Risk Management

Corporate Affairs

Investor Relations

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Corporate Governance Officer

Board Secretary

Shareholder Relations Manager

Risk Manager

Business Development Director

Investment 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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