��������Ƶ

The Limited Liability Company Agreement (Gesellschaftsvertrag) is the foundational document required for establishing a GmbH under German law. It must be executed before a German notary public and requires registration with the Commercial Register (Handelsregister) to give the company legal existence. The document must comply with the minimum requirements set forth in the German Limited Liability Companies Act (GmbHG), including provisions about share capital (minimum €25,000), company name, registered office, and corporate purpose. This agreement type is essential for businesses seeking to operate under Germany's most popular corporate form, providing liability protection for shareholders while offering flexibility in internal organization and governance structures. It serves as the primary reference document for managing shareholder relationships, corporate governance, and operational procedures throughout the company's lifetime.

1. Parties: Identification of all founding shareholders (Gesellschafter) with their full names, addresses, and registration details for legal entities

2. Background: Context of the company formation and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Company Name: Declaration of company formation, registered name (Firma), and legal form designation (GmbH)

5. Registered Office: Company's registered office (Sitz der Gesellschaft) and business address

6. Object of the Company: Detailed description of the company's business purpose (Unternehmensgegenstand)

7. Share Capital and Shares: Amount of share capital (Stammkapital), division into shares (Geschäftsanteile), and initial contributions

8. Shareholders and Shareholdings: List of shareholders and their respective shareholdings

9. Management and Representation: Appointment, removal, and powers of managing directors (�ұ������ä�ڳٲ���ü������)

10. Shareholders' Meeting: Procedures for convening and conducting shareholders' meetings, voting rights, and resolutions

11. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting and financial statements

12. Profit Distribution and Reserves: Rules for distribution of profits and creation of reserves

13. Transfer of Shares: Provisions governing the transfer of shares and any restrictions thereon

14. Termination and Liquidation: Grounds for termination and procedures for company liquidation

15. Notices and Communications: Methods and requirements for official communications between company and shareholders

16. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes