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1. Parties: Identification of all founding members/shareholders (Gesellschafter) with full legal names and addresses
2. Background: Context of company formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Formation and Name: Declaration of company formation, legal name (including 'GmbH'), and registered office location
5. Purpose of the Company: Detailed description of business activities and objectives (Unternehmensgegenstand)
6. Share Capital: Statement of nominal capital (Stammkapital) and initial contributions of each member
7. Shareholders and Shares: Rules regarding shareholdings, transfer restrictions, and shareholders' rights
8. Management and Representation: Appointment, removal, and powers of managing directors (Geschäftsführer)
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights
10. Financial Matters: Fiscal year, accounting, profit distribution, and reserve requirements
11. Non-Competition: Restrictions on competitive activities by shareholders and managing directors
12. Termination and Exit: Procedures for member withdrawal, expulsion, and share transfer
13. Dissolution: Circumstances and procedures for company dissolution and liquidation
14. Governing Law: Specification of German law application and jurisdiction
1. Advisory Board: Rules for establishing and operating an advisory board (Beirat), used when additional oversight is desired
2. Succession Planning: Detailed provisions for business succession, recommended for family businesses
3. Intellectual Property: IP ownership and protection clauses, important for technology or creative companies
4. Employee Participation: Framework for employee share ownership or profit-sharing programs
5. Alternative Dispute Resolution: Mediation and arbitration procedures, useful for avoiding court proceedings
6. Tag-Along/Drag-Along Rights: Special share transfer provisions for future sale scenarios
7. Deadlock Resolution: Procedures for resolving deadlocks in decision-making, important for 50/50 ownership
8. Digital Meetings: Provisions for virtual shareholders' meetings and electronic communications
1. Schedule 1: Initial Shareholdings: Detailed breakdown of initial share capital allocation and contributions
2. Schedule 2: Managing Directors: List of initial managing directors and their specific powers
3. Schedule 3: Business Plan: Initial business plan and financial projections
4. Schedule 4: Specimen Signatures: Authorized signatures of managing directors and key representatives
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Appendix A: Form of Share Transfer Agreement: Template for future share transfers
7. Appendix B: Shareholders' Resolution Templates: Standard forms for common shareholder resolutions
8. Appendix C: Company Policies: Key operational policies and procedures
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