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By Laws Articles Of Association

By Laws Articles Of Association Template for Germany

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By Laws Articles Of Association

I need By Laws Articles of Association for a German family-owned manufacturing GmbH with €500,000 share capital, to be established in March 2025, including specific share transfer restrictions between family members and a provision for an advisory board.

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Document background
The By Laws Articles of Association (Satzung) is a mandatory document required for establishing and operating a company in Germany. This foundational document must be created during company formation and requires notarization before being registered with the German Commercial Register (Handelsregister). It contains essential information about the company's structure, governance, and operations, including share capital, shareholder rights, management responsibilities, and decision-making procedures. The document must comply with German corporate law requirements, specifically the GmbHG for GmbHs (limited liability companies) or the AktG for AGs (stock corporations). Any subsequent modifications to the Articles of Association must also be notarized and registered. This document serves as the company's constitution and is crucial for maintaining legal compliance and proper corporate governance.
Suggested Sections

1. General Provisions (Allgemeine Bestimmungen): Company name, registered office, corporate purpose, and duration of the company

2. Share Capital and Shares (Grundkapital und Aktien/Stammkapital und Geschäftsanteile): Amount of share capital, division of shares, types of shares, and share transfer provisions

3. Corporate Bodies (Organe der Gesellschaft): Structure and organization of corporate bodies including management board, supervisory board (if applicable), and shareholders' meeting

4. Shareholders' Meeting (Gesellschafterversammlung/Hauptversammlung): Rules for convening meetings, voting rights, quorum requirements, and decision-making processes

5. Management and Representation (Geschäftsführung und Vertretung): Appointment, removal, and powers of managing directors/board members

6. Annual Financial Statements and Profit Distribution (Jahresabschluss und Gewinnverwendung): Rules for preparing financial statements and distributing profits

7. Dissolution and Liquidation (Auflösung und Liquidation): Provisions for company dissolution and liquidation procedures

Optional Sections

1. Supervisory Board (Aufsichtsrat): Required for AGs and larger GmbHs; details the composition, duties, and procedures of the supervisory board

2. Share Transfer Restrictions (Vinkulierung): Additional restrictions on the transfer of shares, used when tighter control over ownership changes is desired

3. Non-Competition Clause (Wettbewerbsverbot): Restrictions on shareholders' and managing directors' competitive activities

4. Advisory Board (Beirat): Optional governing body that can provide additional oversight or advice

5. Special Rights and Obligations (Sonderrechte und -pflichten): Special provisions for specific shareholders or share classes

6. Deadlock Resolution (Pattsituationen): Procedures for resolving deadlocks in decision-making

Suggested Schedules

1. Initial Shareholders (Gründungsgesellschafter): List of founding shareholders and their initial shareholdings

2. Contribution Schedule (Einlagenverzeichnis): Details of shareholders' capital contributions and payment status

3. Rules of Procedure for Management (Geschäftsordnung für die Geschäftsführung): Detailed rules governing management operations and decision-making

4. Rules of Procedure for Supervisory Board (Geschäftsordnung für den Aufsichtsrat): Detailed rules governing supervisory board operations, if applicable

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

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alex.den.21@genieai.co
Relevant legal definitions
Gesellschaft (Company)
Gesellschaftsvertrag (Articles of Association)
Geschäftsjahr (Financial Year)
Stammkapital/Grundkapital (Share Capital)
Geschäftsanteile/Aktien (Shares)
Gesellschafterversammlung/Hauptversammlung (Shareholders' Meeting)
Geschäftsführung (Management Board)
Aufsichtsrat (Supervisory Board)
Beschlussfähigkeit (Quorum)
Mehrheitsbeschluss (Majority Resolution)
Satzungsänderung (Amendment to Articles)
Gewinnverteilung (Profit Distribution)
Verfügung über Geschäftsanteile (Transfer of Shares)
Vinkulierung (Transfer Restrictions)
Gesellschafter (Shareholders)
Beirat (Advisory Board)
Jahresabschluss (Annual Financial Statements)
Sonderrechte (Special Rights)
Geschäftsordnung (Rules of Procedure)
Niederlassungen (Branch Offices)
Clauses
Company Name and Registered Office
Corporate Purpose
Duration
Share Capital
Share Classes
Share Transfer
Pre-emption Rights
Management Authority
Representation Powers
Shareholders' Meetings
Voting Rights
Majority Requirements
Supervisory Board
Advisory Board
Financial Statements
Profit Distribution
Reserve Funds
Non-Competition
Information Rights
Amendment Procedures
Dissolution
Liquidation
Dispute Resolution
Severability
Corporate Governance
Board Composition
Notice Requirements
Quorum Requirements
Tag-Along Rights
Drag-Along Rights
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Construction

Media and Entertainment

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Management

Corporate Affairs

Risk Management

Finance

Corporate Communications

Investor Relations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Compliance Officer

Board Member

Supervisory Board Member

Chief Financial Officer

Head of Corporate Governance

Corporate Affairs Director

Risk Manager

Company Director

Legal Counsel

Industries
German Commercial Code (Handelsgesetzbuch - HGB): Primary legislation governing commercial relationships and basic requirements for business organizations in Germany
German Limited Liability Companies Act (GmbH-Gesetz): Specific regulations for GmbH companies, including formation requirements, capital requirements, management structure, and shareholder rights
German Stock Corporation Act (Aktiengesetz - AktG): Comprehensive legislation for stock corporations (AG), covering corporate structure, shareholder rights, board responsibilities, and capital requirements
German Civil Code (Bürgerliches Gesetzbuch - BGB): Basic civil law principles affecting company formation, contracts, and legal relationships between parties
Commercial Register Ordinance (Handelsregisterverordnung - HRV): Regulations regarding company registration procedures and requirements for the commercial register
Corporate Governance Code (Deutscher Corporate Governance Kodex): Guidelines for corporate governance, particularly relevant for listed companies
Money Laundering Act (Geldwäschegesetz - GwG): Regulations regarding transparency of ownership and beneficial owner registration
German Transformation Act (Umwandlungsgesetz - UmwG): Regulations governing corporate transformations, mergers, and restructuring
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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