The Articles of Incorporation Document is a mandatory legal instrument required for establishing any corporation or limited liability company in Germany. This document must be created when founding a new company or transforming an existing business entity. It contains crucial information about the company's structure, governance, and operations, including share capital, shareholder rights, management responsibilities, and basic operational rules. Under German law, the Articles of Incorporation must be notarized and filed with the Commercial Register (Handelsregister) to give the company its legal existence. The document serves as the company's constitution and provides the framework for all major corporate decisions and operations. It must comply with various German corporate laws, including the HGB, GmbHG (for GmbHs), or AktG (for AGs), and may need to be amended as the company evolves or legal requirements change.
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1. Company Name and Registered Office: Legal company name, registered office location, and business address
2. Purpose of the Company: Detailed description of business activities and objectives
3. Share Capital: Amount of share capital and division into shares
4. Shareholders: Initial shareholders and their respective shareholdings
5. Management and Representation: Rules regarding appointment, dismissal, and powers of managing directors
6. Shareholders' Meeting: Procedures for convening and conducting shareholders' meetings
7. Resolutions: Decision-making processes and voting rights
8. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting
9. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
10. Duration and Dissolution: Company duration and provisions for dissolution
1. Supervisory Board: Required for AGs and larger GmbHs; rules for board composition and duties
2. Non-Competition: Restrictions on shareholders' competitive activities
3. Tag-Along/Drag-Along Rights: Special share transfer rights for minority/majority protection
4. Profit Distribution: Special provisions for profit sharing deviating from standard proportional distribution
5. Advisory Board: Optional board for consulting and monitoring purposes
6. Branch Offices: Provisions for establishing and managing branch offices
7. Inheritance Provisions: Special rules for handling shares in case of shareholder death
8. Arbitration Clause: Alternative dispute resolution procedures
1. List of Shareholders: Detailed information about shareholders including contact details and shareholdings
2. Initial Business Plan: Projected financial statements and business strategy
3. Contribution Schedule: Details of how and when share capital will be paid in
4. Management Rules: Detailed procedures for management operations
5. Specimen Signatures: Official signatures of initial managing directors and authorized representatives
6. Company Assets: List of initial company assets if contributed in kind
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