Articles of Organization (Gesellschaftsvertrag) are essential founding documents required under German law when establishing a GmbH (Gesellschaft mit beschränkter Haftung). They must be executed before a German notary and filed with the Commercial Register (Handelsregister) as part of the company formation process. The document outlines crucial elements including minimum share capital of €25,000, shareholder information, management structure, and corporate purpose. It serves as the primary governing document for the company's internal affairs and external relationships, ensuring compliance with the German Limited Liability Companies Act (GmbHG). This document is particularly important as it cannot be easily amended after registration without shareholder approval and renewed notarization.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Company Name and Registered Office: Legal company name (including 'GmbH') and specific address of registered office
2. Purpose of the Company: Detailed description of business activities and objectives of the company
3. Share Capital: Amount of share capital (minimum €25,000) and division into shares
4. Shareholders: Identity of founding shareholders and their respective shareholdings
5. Management: Appointment process, rights, and duties of managing directors (Geschäftsführer)
6. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings, voting rights
7. Financial Year and Annual Accounts: Definition of financial year and requirements for accounting
8. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
9. Term and Dissolution: Duration of the company and conditions for dissolution
1. Advisory Board: Structure and duties of an advisory board, used when additional oversight is desired
2. Non-Competition: Restrictions on shareholders' competing activities, recommended for specialized industries
3. Profit Distribution: Special rules for profit distribution if deviating from standard proportional distribution
4. Successor Provisions: Rules for handling shares in case of death or incapacity of shareholders
5. Tag-Along/Drag-Along Rights: Special share transfer rights, useful for companies planning future investment or sale
6. Deadlock Resolution: Procedures for resolving shareholder disputes, recommended for companies with equal shareholders
7. Compliance Guidelines: Additional compliance requirements, important for regulated industries
1. List of Shareholders: Detailed information about shareholders including contact details and shareholdings
2. Initial Business Plan: Overview of company's planned activities and financial projections
3. Contribution Schedule: Details of how and when share capital will be contributed
4. Management Rules: Detailed procedures for management operations and decision-making
5. Sample Share Certificate: Template for share certificates if physical certificates are to be issued
6. Specimen Signatures: Authorized signatures of initial managing directors
7. Property/Asset List: List of any property or assets being contributed as non-cash share capital
Find the exact document you need
Articles Of Organisation
A notarized German legal document establishing a GmbH (limited liability company) and setting out its fundamental rules and structure.
Download
Company's Articles Of Association
A German law-governed constitutional document establishing a company's fundamental rules, structure, and governance framework.
Download
Articles Of Organization With Statement Of Conversion
A German law document that establishes a new business entity while converting an existing organization into the new legal form, combining entity formation and transformation requirements.
Download
Articles Of Dissolution Nonprofit
A legal document under German law that formally dissolves a nonprofit organization and outlines the dissolution process and asset distribution.
Download
Articles Of Incorporation Nonprofit
A foundational legal document establishing a German nonprofit organization's structure and governance under German Civil Code (BGB) and Fiscal Code (AO).
Download
LLC Articles Of Organization Form
German LLC Articles of Organization (GmbH-Gesellschaftsvertrag) - foundational document establishing a German limited liability company's structure and governance under German law.
Download
Limited Liability Company Articles Of Organization
A legally required foundational document under German law that establishes and governs a GmbH (Limited Liability Company), outlining its structure and operational framework.
Download
For Profit Articles Of Incorporation
German Articles of Incorporation (Satzung) - fundamental legal document establishing a company's existence and structure under German corporate law.
Download
Business Articles Of Incorporation
German Articles of Incorporation establishing a company's fundamental structure and governance rules under German corporate law.
Download
Articles Of Organization And Certificate Of Organization
Foundational document for establishing a German limited liability company (GmbH), outlining corporate structure and governance under German law.
Download
Articles Of Organization Operating Agreement
A German law-governed document establishing and regulating the operation of a GmbH (limited liability company), combining Articles of Organization with operational guidelines.
Download
Articles Of Incorporation Registered Agent
A legal document establishing a corporation in Germany, including registered agent appointment and essential corporate governance structures under German law.
Download
Articles Of Incorporation Organization
German Articles of Incorporation (Satzung) - fundamental corporate document establishing company structure and governance under German law.
Download
Articles Of Incorporation For Profit
A foundational legal document under German law that establishes a company's existence and defines its basic structure and governance framework.
Download
Articles Of Incorporation Document
A legally required foundational document under German law that establishes a company's existence and defines its basic structure, governance, and operational framework.
Download
Articles Of Incorporation And Certificate Of Incorporation
German corporate formation document establishing a company's legal structure and governance framework, requiring notarization and commercial register registration.
Download
Articles Of Association And Memorandum Of Association
A German law-governed foundational document that establishes a company's structure, governance, and operational framework in accordance with German corporate legislation.
Download
Articles Of Association And Bylaws
German-law governed foundational document establishing a company's structure, governance, and operational framework.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it