Memorandum And Articles Association Template for Germany

1. Advisory Board: Provisions for establishing and operating an advisory board, used when additional oversight is desired

2. Non-Competition: Restrictions on shareholders' competing activities, recommended for closely held companies

3. Deadlock Resolution: Procedures for resolving shareholder disputes, important for companies with equal shareholders

4. Tag-Along Rights: Protection for minority shareholders in case of share sales, common in companies with multiple investors

5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale, useful for exit scenarios

6. Pre-emption Rights: Detailed procedures for existing shareholders' rights to purchase shares before third parties

7. Virtual Meetings: Provisions for conducting meetings electronically, increasingly common post-COVID

8. Supervisory Board: Required for AGs but optional for GmbHs, establishes additional oversight body

1. Initial Shareholders and Shareholdings: Detailed list of initial shareholders with their respective share numbers and values

2. Form of Share Certificate: Template for share certificates if physical certificates are to be issued

3. Specimen Signatures: Authorized signatures of initial managing directors

4. Business Plan: Initial business plan if required for registration purposes

5. Contribution Schedule: Details of how and when share capital will be paid in, especially for in-kind contributions

6. Powers of Attorney: Standard forms of power of attorney for company matters

7. Company Rules of Procedure: Detailed internal regulations for management and operations