The Articles of Organization and Certificate of Organization (Gesellschaftsvertrag) is a mandatory document required for establishing a limited liability company (GmbH) in Germany. This document must be executed before a German notary public and filed with the Commercial Register (Handelsregister) to legally form the company. It contains essential information required by §3 of the German Limited Liability Companies Act (GmbHG), including company name, registered office, corporate purpose, share capital amount, and shareholder contributions. The document serves as the company's constitution, governing internal affairs, shareholder relations, and management structure throughout its lifetime. It's particularly crucial for foreign investors and businesses establishing a presence in Germany, as it must comply with specific German legal requirements while potentially accommodating international business practices.
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1. Article 1 - Company Name and Registered Office: States the company's legal name (including GmbH designation) and registered office location in Germany
2. Article 2 - Corporate Purpose: Defines the business objectives and permitted activities of the company
3. Article 3 - Share Capital and Initial Contributions: Specifies the company's share capital amount and how it is divided among shareholders
4. Article 4 - Shareholders: Identifies the founding shareholders and their respective shareholdings
5. Article 5 - Duration: States the duration of the company (typically unlimited)
6. Article 6 - Management and Representation: Defines the management structure and powers of managing directors (Geschäftsführer)
7. Article 7 - Shareholders' Meetings: Establishes procedures for convening and conducting shareholders' meetings
8. Article 8 - Resolutions: Specifies voting requirements and procedures for shareholder resolutions
9. Article 9 - Financial Year and Annual Accounts: Defines the financial year and requirements for financial reporting
10. Article 10 - Notices and Communications: Establishes methods for official communications between company and shareholders
1. Transfer of Shares: Include when shareholders want specific restrictions or procedures for share transfers
2. Non-Competition: Add when shareholders should be restricted from competing activities
3. Tag-Along/Drag-Along Rights: Include for companies anticipating future investment or exit scenarios
4. Advisory Board: Add when company wants to establish an advisory board (Beirat)
5. Profit Distribution: Include when deviating from standard profit distribution rules
6. Inheritance Provisions: Add when specific succession rules for shares are desired
7. Deadlock Resolution: Include for companies with equal shareholding structures
1. Schedule 1 - Initial Shareholders and Contributions: Detailed list of shareholders with their personal information and contribution amounts
2. Schedule 2 - Managing Directors: List of initial managing directors with their personal details and signing authority
3. Schedule 3 - Sample Signature Cards: Specimen signatures of authorized representatives
4. Schedule 4 - Rules of Procedure for Management: Detailed management procedures and internal regulations
5. Appendix A - Opening Balance Sheet: Initial balance sheet showing company's starting financial position
6. Appendix B - Contribution Agreements: Detailed agreements regarding in-kind contributions if applicable
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