Limited Company Articles Of Association Template for Germany

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Key Requirements PROMPT example:

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.

Document background
The Limited Company Articles of Association (Gesellschaftsvertrag) is a mandatory document required for establishing a GmbH in Germany. It serves as the company's constitution and must be executed before a German notary public. This document is essential when founding a new GmbH or modifying an existing company's fundamental structure. It contains crucial information about the company's share capital (minimum €25,000), shareholders' rights and obligations, management structure, and decision-making processes. The Articles must comply with German corporate law, particularly the GmbHG, and form part of the company's registration documentation with the Commercial Register. This document is perpetual but can be amended through proper shareholder resolutions and notarization.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Construction

Hospitality

Energy

Transportation

Media and Entertainment

Agriculture

Education

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Administrative

Company Secretariat

Shareholder Relations

Relevant Roles

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

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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