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Limited Company Articles Of Association
I need Limited Company Articles of Association for a German tech startup GmbH to be established in March 2025, with a single shareholder, minimum statutory capital of €25,000, and simplified governance structure without an advisory board.
1. Company Name and Registered Office: Legal name of the company (including 'GmbH') and official registered address in Germany
2. Object of the Company: Detailed description of the business purpose and permitted activities of the company
3. Share Capital and Shareholders: Amount of share capital (minimum €25,000) and initial distribution among shareholders
4. Shares and Share Certificates: Provisions regarding share structure, nominal values, and rules about share certificates
5. Management and Representation: Rules regarding appointment, dismissal, and powers of managing directors (Geschäftsführer)
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and resolutions
7. Annual Accounts and Distribution of Profits: Rules for preparing financial statements and determining profit distribution
8. Transfer of Shares: Conditions and procedures for transferring company shares
9. Term and Dissolution: Duration of the company and provisions for dissolution or termination
1. Advisory Board: Establishes an advisory board (Beirat) when additional oversight is desired
2. Non-Competition: Restrictions on shareholders' competing activities, used when protecting company interests is crucial
3. Inheritance and Succession: Special provisions for handling shares in case of shareholder death, important for family businesses
4. Tag-Along/Drag-Along Rights: Special share transfer rights for minority/majority protection, useful in companies with multiple shareholders
5. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration before court litigation
6. Additional Capital Contributions: Rules for requesting additional capital from shareholders beyond initial contributions
7. Special Rights: Any special rights or obligations assigned to specific shareholders or share classes
1. List of Shareholders: Detailed list of all shareholders with their respective shareholdings and contributions
2. Specimen Signatures: Notarized signatures of managing directors for commercial register
3. Initial Business Plan: Overview of company's initial business strategy and financial projections
4. Managing Directors' Service Agreements: Templates or references to separate service agreements for managing directors
5. Bank Account Details: Information about the company's official bank account for capital contribution
6. Property/Asset Register: List of any property or significant assets contributed as non-cash capital contributions
Authors
Geschäftsjahr
Geschäftsführer
Gesellschafter
Geschäftsanteile
Stammkapital
Gesellschafterversammlung
Beirat
Beschlüsse
Satzung
Kapitalerhöhung
Kapitalherabsetzung
Verfügung über Geschäftsanteile
Vinkulierung
Einziehung
Jahresabschluss
Gewinnverwendung
Geschäftsführung
Vertretung
Stimmrechte
Vorkaufsrecht
Nachschusspflicht
Gesellschafterregister
Handelsregister
Sonderrechte
Geschäftswert
Liquidation
Wettbewerbsverbot
Gesellschafterdarlehen
Aufsichtsrat
Registered Office
Corporate Purpose
Share Capital
Share Transfer
Share Redemption
Management Authority
Representation Powers
Shareholders' Meetings
Voting Rights
Resolution Requirements
Profit Distribution
Reserve Funds
Financial Statements
Non-Competition
Confidentiality
Advisory Board
Succession Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Additional Capital Contributions
Information Rights
Amendment Procedures
Termination
Liquidation
Dispute Resolution
Governing Law
Severability
Notices
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Hospitality
Energy
Transportation
Media and Entertainment
Agriculture
Education
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Affairs
Administrative
Company Secretariat
Shareholder Relations
Chief Executive Officer
Managing Director
Company Secretary
General Counsel
Legal Director
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Board Member
Shareholder Relations Manager
Company Founder
Business Development Director
Corporate Governance Officer
Risk Manager
Investment Director
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