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Articles Of Association Of A Limited Liability Company
I need Articles of Association of a Limited Liability Company for a tech startup GmbH based in Berlin, with three founding shareholders who will all be active in management, initial share capital of €25,000, and we need to include provisions for future employee share schemes and investment rounds.
1. Company Name and Registered Office: Legal name of the company and its registered office location as required by §3(1) GmbHG
2. Object of the Company: Description of the business purpose and activities of the company
3. Share Capital and Shares: Amount of share capital, division into shares, and initial contributions
4. Shareholders: Initial shareholders and their respective shareholdings
5. Management and Representation: Provisions regarding managing directors (Geschäftsführer), their appointment, removal, and powers
6. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings, voting rights, and resolutions
7. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting
8. Profit Distribution: Rules for the distribution of profits among shareholders
9. Transfer of Shares: Basic provisions for share transfers and related restrictions
10. Duration and Dissolution: Company duration and provisions for dissolution
1. Advisory Board: Provisions for establishing and operating an advisory board, used when additional oversight is desired
2. Supervisory Board: Required for larger GmbHs with 500+ employees, optional for smaller ones
3. Non-Competition: Restrictions on shareholders' competing activities, used when protecting company interests
4. Tag-Along Rights: Minority shareholder protection provisions, used in companies with multiple shareholders
5. Drag-Along Rights: Majority shareholder exit provisions, useful for future sale scenarios
6. Deadlock Resolution: Procedures for resolving shareholder disputes, important for companies with equal shareholders
7. Additional Capital Contributions: Rules for additional funding requirements, useful for companies expecting future capital needs
8. Virtual Shares: Provisions for employee participation programs, used when planning employee incentives
1. List of Shareholders: Detailed information about shareholders including names, addresses, and shareholdings
2. Initial Business Plan: Initial business concept and financial projections (optional but common)
3. Specimen Signatures: Signature specimens of initial managing directors
4. Shareholders' Contributions: Detailed description of initial contributions, especially for non-cash contributions
5. Powers of Managing Directors: Detailed list of actions requiring shareholder approval
Authors
Business Day
Company
Financial Year
Geschäftsführer
Gesellschafter
Gesellschafterversammlung
GmbHG
Managing Director
Registered Office
Share Capital
Shareholders
Shareholders' Meeting
Shares
Share Transfer
Qualified Majority
Resolution
Supervisory Board
Advisory Board
Business Hours
Commercial Register
Handelsregister
Objects of the Company
Related Party
Subsidiary
Business Name
Registered Office
Corporate Purpose
Share Capital
Share Transfer Restrictions
Management Authority
Shareholder Rights
Voting Rights
Profit Distribution
General Meeting Procedures
Board Appointment
Representation Powers
Financial Statements
Dissolution
Amendment Procedures
Non-Competition
Confidentiality
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Capital Increase
Deadlock Resolution
Dividend Policy
Exit Rights
Information Rights
Reserve Requirements
Successor Rights
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Energy
Transportation
Agriculture
Education
Entertainment
Hospitality
All Business Sectors
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Affairs
Business Development
Company Secretariat
Administrative
CEO
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Member
Chief Financial Officer
Head of Legal
General Counsel
Company Director
Corporate Governance Officer
Shareholder
Business Development Manager
Risk Manager
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