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Articles Of Organization And Operating Agreement
"I need Articles of Organization and Operating Agreement for a technology startup GmbH with three founding shareholders, including provisions for future venture capital investment and employee stock option program, to be established in March 2025 in Berlin."
1. Parties: Identification of all founding shareholders (Gesellschafter) with full legal names and addresses
2. Background: Purpose of establishing the company and general intentions of the parties
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Company name, legal form (GmbH), and registered office location
5. Purpose of the Company: Detailed description of business purposes and activities
6. Share Capital: Amount of share capital (Stammkapital) and initial contributions of each shareholder
7. Shareholders and Shares: Division of shares, shareholders' rights, and transfer restrictions
8. Management: Appointment, removal, and powers of managing directors (Geschäftsführer)
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
10. Resolutions: Decision-making processes and voting rights
11. Financial Matters: Fiscal year, accounting, profit distribution, and loss allocation
12. Termination and Liquidation: Processes for company dissolution and liquidation
1. Advisory Board: Establishment and functions of an advisory board, recommended for larger GmbHs
2. Non-Competition: Restrictions on shareholders' competing activities, important for closely-held companies
3. Succession Planning: Rules for handling shares in case of death or incapacity, important for family businesses
4. Deadlock Resolution: Procedures for resolving shareholder disputes, important for 50/50 ownership structures
5. Intellectual Property: IP rights allocation and protection, important for technology companies
6. Employee Participation: Framework for employee share ownership, if planned
7. International Operations: Special provisions for international business activities
1. Schedule 1: Initial Shareholdings: Detailed breakdown of initial share capital contributions and shareholdings
2. Schedule 2: Share Transfer Form: Standard form for executing share transfers
3. Schedule 3: Managing Director Service Agreement: Template service agreement for managing directors
4. Schedule 4: Business Plan: Initial business plan and financial projections
5. Schedule 5: Specimen Signatures: Authenticated signatures of managing directors
6. Appendix A: Shareholder Contact Details: Full contact information for all shareholders
7. Appendix B: Company Assets: List of initial company assets and their valuations
Authors
Articles of Organization (Gesellschaftsvertrag)
Business Day
Company (Gesellschaft)
Commercial Register (Handelsregister)
Confidential Information
Financial Year (Geschäftsjahr)
GmbH
GmbHG
Managing Director (Geschäftsführer)
Share Capital (Stammkapital)
Share (Geschäftsanteil)
Shareholders (Gesellschafter)
Shareholders' Meeting (Gesellschafterversammlung)
Shareholders' Resolution (Gesellschafterbeschluss)
Supervisory Board (Aufsichtsrat)
Transfer
Encumbrance
Business Plan
Registered Office (Sitz der Gesellschaft)
Corporate Purpose (Unternehmensgegenstand)
Majority Resolution (Mehrheitsbeschluss)
Fiscal Year
Related Party
Affiliate
Articles of Association
Operating Agreement
Quarter
Territory
Intellectual Property Rights
Change of Control
Good Cause (Wichtiger Grund)
Annual Accounts (Jahresabschluss)
Distributable Profits
Reserved Matters
Authorized Representative
Material Agreement
Business Hours
Accounting Principles
Permitted Transfer
Tag-Along Rights
Drag-Along Rights
Preemptive Rights
Call Option
Put Option
Corporate Purpose
Share Capital
Share Transfer
Shareholder Rights
Voting Rights
Management Powers
Appointment and Removal
Financial Provisions
Distribution of Profits
Reserved Matters
Meeting Procedures
Resolution Requirements
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Information Rights
Dispute Resolution
Deadlock Resolution
Amendment Procedures
Term and Termination
Dissolution
Liquidation
Governing Law
Severability
Assignment
Notices
Force Majeure
Entire Agreement
Succession
Share Valuation
Exit Rights
Capital Increase
Capital Reduction
Advisory Board
Employee Participation
Intellectual Property
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Education
Transportation
Energy
Agriculture
Hospitality
Media and Entertainment
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Administrative
Corporate Affairs
Risk Management
Business Development
Investment
Board of Directors
Shareholder Relations
CEO
Managing Director
General Counsel
Legal Counsel
Corporate Secretary
Chief Financial Officer
Board Member
Compliance Officer
Corporate Governance Officer
Business Development Director
Company Founder
Shareholder Relations Manager
Chief Operating Officer
Risk Manager
Investment Director
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