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Articles Of Association For Company Limited By Guarantee
I need Articles of Association for a Company Limited by Guarantee for a new environmental research institute in Berlin, to be established by March 2025, with provisions for international collaboration and a scientific advisory board structure.
1. Company Name and Registered Office: Specifies the company's name (Firma) and registered office location (Sitz der Gesellschaft)
2. Object of the Company: Defines the purpose and business objectives of the company (Gegenstand des Unternehmens)
3. Duration: States whether the company is formed for a limited or unlimited duration
4. Share Capital and Guarantee: Details of the guarantee amount committed by each member and any share capital structure
5. Membership: Provisions regarding membership qualification, admission, termination, and transfer
6. General Meetings: Rules for conducting general meetings, voting rights, and decision-making processes
7. Management: Provisions regarding the appointment, removal, and powers of managing directors (Geschäftsführer)
8. Supervisory Board: If required, provisions for the establishment and operation of a supervisory board (Aufsichtsrat)
9. Financial Statements and Accounts: Requirements for maintaining accounts, audit requirements, and distribution of surplus
10. Notices: Methods and requirements for giving notices to members
11. Dissolution and Winding Up: Procedures for company dissolution and distribution of assets
1. Advisory Board: Optional provisions for establishing an advisory board (Beirat) when additional oversight is desired
2. Branch Offices: Provisions for establishing and managing branch offices, if the company plans to operate in multiple locations
3. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration before resorting to courts
4. Profit Participation Rights: Special provisions for profit participation if the company wants to issue profit participation rights (Genussrechte)
5. Electronic Communication: Provisions allowing for electronic meetings and communications, if desired
6. Compliance Committee: Establishment of a compliance committee for companies requiring enhanced governance structures
1. List of Founding Members: Details of all founding members including names, addresses, and guarantee amounts
2. Form of Membership Application: Standard form for new membership applications
3. Internal Rules of Procedure: Detailed operational procedures for management and supervisory board
4. Delegation of Authority Matrix: Detailed breakdown of decision-making authority levels
5. Code of Conduct: Ethical guidelines and expected behavior of members and officers
6. Meeting Procedures: Detailed procedures for conducting various types of meetings
Authors
Company
Guarantee Amount
Member
Managing Director
Supervisory Board
Advisory Board
General Meeting
Registered Office
Commercial Register
Business Year
Objects
Seal
Resolution
Ordinary Resolution
Special Resolution
Written Resolution
Electronic Communication
Clear Days
Chairman
Secretary
Officers
Board Meeting
Annual General Meeting
Extraordinary General Meeting
Proxy
Quorum
Register of Members
Insolvency Event
Winding Up
Membership Rights
Transfer of Membership
Financial Statements
Audit Requirements
Corporate Purpose
Voting Rights
Notice Period
Dissolution
Distribution of Assets
Founding Members
Internal Rules
Compliance Rules
Conflict of Interest
Company Name and Registered Office
Corporate Purpose
Duration
Guarantee Provisions
Share Capital
Membership
Membership Transfer
Membership Termination
General Meetings
Voting Rights
Board Powers
Management Authority
Director Appointment
Director Removal
Supervisory Board
Financial Management
Accounting Records
Audit Requirements
Distribution of Surplus
Reserve Funds
Notice Requirements
Electronic Communications
Dispute Resolution
Amendment of Articles
Winding Up
Asset Distribution
Indemnification
Conflict of Interest
Compliance
Corporate Governance
Decision Making
Quorum Requirements
Record Keeping
Seal Usage
Branch Establishment
Non-Profit Organizations
Education
Healthcare
Cultural Institutions
Sports Associations
Environmental Organizations
Social Services
Research Institutions
Professional Associations
Community Development
Religious Organizations
Charitable Foundations
Legal
Compliance
Corporate Governance
Board Secretariat
Risk Management
Executive Management
Corporate Affairs
Administrative
Company Secretarial
Regulatory Affairs
Chief Executive Officer
Managing Director
Board Member
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Officer
Risk Manager
Non-Executive Director
Chairman of the Board
Chief Financial Officer
Head of Legal
Company Founder
Supervisory Board Member
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