Corporate Charter Template for Germany

A Corporate Charter (Gesellschaftsvertrag) is the foundational legal document that brings a German company into existence. It outlines the essential rules and structure of the business, including its name, registered office, corporate purpose, and starting capital. For GmbHs, Germany's most common business form, this document must be notarized and filed with the commercial register.

The charter sets out key operational details like how shares are distributed, who makes decisions, and what happens if shareholders want to sell their stakes. German law requires specific elements in these charters, such as detailed procedures for shareholder meetings and clear rules about profit distribution. Companies can't legally operate without this document, and any major changes to it need both shareholder approval and notarization.

You need a Corporate Charter when starting any formal business entity in Germany, particularly a GmbH or AG. This isn't optional—it's a legal requirement before your company can begin operations or register with the Handelsregister (commercial register). The charter becomes especially important when bringing in investors, as it clearly defines ownership structures and decision-making processes.

Update your Corporate Charter when making fundamental changes to your business, such as changing the company's purpose, relocating headquarters, or adjusting share capital. German law requires notarized amendments for these changes. Having a well-crafted charter also helps prevent disputes between shareholders and provides clear guidelines during major corporate events like mergers or leadership transitions.

• GmbH Charter (Standard): The most common Corporate Charter type in Germany, designed for limited liability companies with straightforward ownership structures and basic operational needs
• AG Charter (Public Company): More complex version required for stock corporations, including detailed provisions for shareholder rights and board structures
• Single-Member GmbH Charter: Simplified version for sole proprietors, with streamlined decision-making processes and minimal governance requirements
• Holding Company Charter: Specialized version with enhanced provisions for managing subsidiary companies and group structures
• Social Enterprise Charter: Modified version incorporating specific provisions for non-profit goals while maintaining corporate structure

• Founders/Shareholders: Create and sign the Corporate Charter when establishing the company, setting initial terms and capital contributions
• Notaries: Must authenticate the charter and any amendments according to German law, ensuring legal compliance and proper registration
• Management Board (Vorstand/Geschäftsführung): Operates within the charter's framework, implementing its governance rules daily
• Commercial Register (Handelsregister): Reviews and maintains the official charter record, making it publicly accessible
• Legal Counsel: Drafts and reviews charter provisions, ensuring alignment with corporate goals and German legal requirements

• Basic Information: Gather company name, registered address, business purpose, and planned duration of operations
• Capital Structure: Determine initial share capital (minimum €25,000 for GmbH), division of shares, and contribution methods
• Management Setup: Define roles, responsibilities, and decision-making processes for directors and shareholders
• Documentation: Collect identification documents and proof of address for all founding members
• Notary Appointment: Schedule a meeting with a German notary for official authentication
• Registration Details: Prepare bank account information and commercial register application forms

• Company Identification: Legal name, registered office address, and corporate purpose (Unternehmensgegenstand)
• Share Capital: Total amount, division of shares, and contribution details for each shareholder
• Management Structure: Rules for appointing managing directors, their powers, and limitations
• Shareholder Rights: Voting procedures, profit distribution, and transfer restrictions on shares
• General Meetings: Rules for convening and conducting shareholder meetings
• Dissolution Provisions: Procedures for company liquidation and asset distribution
• Financial Year: Definition of the business year and accounting requirements

A Corporate Charter differs significantly from a Corporate Governance Document in several key ways. While both are important for business operations in Germany, they serve distinct purposes and have different legal standings.

• Legal Status: A Corporate Charter is the foundational legal document required to establish a company's existence, while a Corporate Governance Document is an internal guideline that details how the established company operates
• Modification Process: Changes to a Corporate Charter require notarization and registration with German authorities, whereas governance documents can be updated through internal procedures
• Scope of Content: The Charter focuses on fundamental elements like share capital and company purpose, while governance documents outline day-to-day management procedures and organizational structures
• Legal Requirement: Every German company must have a Corporate Charter to exist legally, but governance documents, while recommended, aren't always mandatory