Articles Of Association Of One Person Company Template for Germany

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Articles Of Association Of One Person Company

I need Articles of Association of One Person Company for establishing a traditional manufacturing GmbH in Bavaria, Germany, with an initial capital of €50,000, planning to commence operations by March 2025 and potentially adding family members as shareholders in the future.

Document background
Articles of Association of a One Person Company are essential when establishing a single-shareholder limited liability company (GmbH) in Germany. This document is required under German law and must comply with the GmbH-Gesetz (Limited Liability Company Act). It's used when an individual wants to establish a company with limited liability protection while maintaining sole ownership. The document includes crucial information about the company's structure, including its name, registered office, corporate purpose, share capital (minimum €25,000), management provisions, and shareholder rights. It must be notarized and submitted to the Commercial Register (Handelsregister) as part of the company formation process. The document serves as the company's constitutional foundation and is particularly important for entrepreneurs seeking to operate with personal asset protection while maintaining full control of their business.
Suggested Sections

1. Preamble: Introduction of the founding shareholder and basic company information

2. §1 Company Name and Registered Office: Legal name of the company and its registered address

3. §2 Corporate Purpose: Detailed description of the company's business activities and objectives

4. §3 Share Capital and Shares: Amount of share capital, number and value of shares, and payment terms

5. §4 Shareholder and Shareholding: Details of the sole shareholder and their shareholding

6. §5 Duration of the Company: Term of the company's existence (usually unlimited)

7. §6 Business Year: Definition of the company's fiscal year

8. §7 Management and Representation: Appointment, powers, and duties of managing directors

9. §8 Shareholder Decisions: Process for shareholder decision-making and documentation

10. §9 Annual Financial Statements: Requirements for preparation and approval of financial statements

11. §10 Notices: Method and requirements for company communications

12. §11 Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Advisory Board: Establishes an optional advisory board structure, useful for companies planning future expansion or seeking external expertise

2. Succession Planning: Provisions for company continuation in case of shareholder death or incapacity

3. Non-Competition: Restrictions on competitive activities, relevant when planning to bring in future shareholders or employees

4. Profit Distribution: Specific rules for profit distribution, useful for tax planning

5. Share Transfer Restrictions: Procedures for future share transfers, important if planning to add shareholders later

6. Virtual Shareholder Meetings: Provisions for conducting shareholder meetings electronically

7. Branch Offices: Provisions for establishing and managing branch offices

Suggested Schedules

1. Appendix 1: Initial Business Plan: Detailed business plan and initial company strategy

2. Appendix 2: Contribution Schedule: Details of capital contribution and payment schedule

3. Appendix 3: Management Rules: Detailed rules and procedures for company management

4. Appendix 4: Specimen Signatures: Authorized signatures of the shareholder and managing directors

5. Appendix 5: Power of Attorney Template: Standard template for delegating authority

6. Schedule 1: Company Assets: List of initial company assets and their valuations

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

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Manufacturing

Technology

Retail

Healthcare

Construction

Financial Services

Real Estate

Consulting

E-commerce

Hospitality

Education

Information Technology

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Affairs

Risk Management

Business Development

Company Secretariat

Strategy

Relevant Roles

CEO

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Business Development Manager

Entrepreneur

Company Founder

Corporate Governance Officer

In-house Counsel

Risk Manager

Board Member

Finance Director

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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