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Companies Memorandum Of Association
I need a Companies Memorandum of Association under German law for a technology startup with three co-founders, incorporating specific provisions for intellectual property rights protection and a vesting schedule for founder shares, with plans to seek venture capital investment by March 2025.
1. Parties: Details of the founding shareholders/members including full names, addresses, and legal capacity
2. Background: Intent to establish the company and general context of formation
3. Definitions: Key terms used throughout the document
4. Company Name and Registered Office: Official company name and address of registered office
5. Corporate Purpose: Detailed description of business activities and objectives
6. Share Capital: Amount of share capital and division among shareholders
7. Shares and Shareholders: Share structure, classes of shares, and shareholder rights
8. Management: Appointment, powers, and duties of managing directors
9. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings
10. Financial Year and Annual Accounts: Definition of financial year and requirements for accounts
11. Profit Distribution: Rules for distribution of profits among shareholders
12. Transfer of Shares: Procedures and restrictions for share transfers
13. Duration and Termination: Company duration and conditions for dissolution
1. Advisory Board: Structure and powers of an advisory board, if established
2. Non-Competition: Restrictions on shareholders' competing activities
3. Deadlock Resolution: Procedures for resolving shareholder disputes
4. Tag-Along Rights: Rights of minority shareholders to join in sale of shares
5. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale
6. Pre-emptive Rights: Rights of existing shareholders to purchase new shares
7. Intellectual Property: Ownership and handling of company IP rights
8. Additional Capital Contributions: Rules for additional funding requirements
1. List of Shareholders: Detailed list of all shareholders with their respective shareholdings
2. Initial Business Plan: Initial business strategy and financial projections
3. Description of Non-Cash Capital Contributions: Details of any contributions made in kind rather than cash
4. Specimen Signatures: Authorized signatures of managing directors
5. Rules of Procedure for Management: Detailed guidelines for management operations
6. Distribution of Voting Rights: Detailed breakdown of voting rights if different from share distribution
Authors
Business Day
Company
Commercial Register
Managing Director
Shareholder
Share Capital
Shares
Shareholders' Meeting
Financial Year
Registered Office
Corporate Purpose
Supervisory Board
Advisory Board
Business Plan
Authorized Representative
Transfer
Encumbrance
Related Party
Affiliate
Majority Resolution
Qualified Majority
Annual Accounts
Distribution
Territory
Intellectual Property Rights
Confidential Information
Force Majeure
Material Adverse Change
Notarial Deed
Subsidiary
Holding Company
Group
Reserved Matters
Competition
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Default Event
Exit Event
Corporate Purpose
Share Capital
Share Transfer
Share Classes
Shareholder Rights
Voting Rights
Management Structure
Appointment of Directors
Corporate Governance
General Meetings
Resolution Requirements
Profit Distribution
Financial Reporting
Non-Competition
Confidentiality
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Valuation
Dispute Resolution
Deadlock Resolution
Amendment Procedures
Termination
Dissolution
Capital Increase
Capital Reduction
Transfer Restrictions
Minority Protection
Related Party Transactions
Information Rights
Exit Rights
Right of First Refusal
Anti-Dilution
Board Composition
Decision Making
Representation Authority
Succession Planning
Liquidation Preferences
Legal Services
Corporate Services
Financial Services
Professional Services
Manufacturing
Technology
Retail
Real Estate
Healthcare
Energy
Transportation
Construction
Agriculture
Hospitality
Education
Media and Entertainment
Legal
Corporate Governance
Compliance
Executive Leadership
Finance
Corporate Affairs
Business Development
Risk Management
Administrative
Company Secretariat
Investment Relations
Strategic Planning
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Member
Director of Operations
Corporate Governance Officer
Legal Director
Company Founder
Shareholder Representative
General Counsel
Business Development Director
Investment Manager
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