Articles Of Association Of A Limited Liability Company Template for Germany

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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.

Document background
The Articles of Association of a Limited Liability Company (Gesellschaftsvertrag) is a mandatory document required for establishing a GmbH under German law. It serves as the constitutional foundation of the company, defining its internal organization and external relationships. This document is essential when founding a new GmbH or modifying an existing company's structure, and must comply with the German Limited Liability Company Act (GmbHG). The Articles must be executed before a German notary and filed with the Commercial Register, containing mandatory provisions about the company's name, registered office, purpose, share capital, and management structure. It governs the relationships between shareholders, sets out management powers, and establishes decision-making processes. Any subsequent amendments also require notarization and registration.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Energy

Transportation

Agriculture

Education

Entertainment

Hospitality

All Business Sectors

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Company Secretariat

Administrative

Relevant Roles

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

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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