Business Articles of Incorporation are foundational documents required for establishing any corporate entity in Germany. They serve as the constitutional document of the company, outlining its basic structure, governance rules, and operational framework. This document is mandatory under German law and must be notarized before the company can be registered in the Commercial Register (Handelsregister). It includes essential information such as company name, registered office, business purpose, share capital, shareholder details, and management structure. The Articles must comply with specific requirements of German corporate law, particularly the GmbHG for GmbHs (limited liability companies) or the AktG for AGs (stock corporations). This document is crucial for both company formation and ongoing operations, as it governs shareholder relationships, management powers, and fundamental corporate decisions.
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1. Company Name and Registered Office: Legal company name (Firma) and address of registered office (Sitz der Gesellschaft)
2. Purpose of the Company: Detailed description of the company's business purpose and activities (Unternehmensgegenstand)
3. Share Capital: Amount of share capital (Stammkapital) and initial contributions
4. Shareholders and Shares: Identity of founding shareholders and distribution of shares
5. Management and Representation: Rules regarding appointment, dismissal, and powers of managing directors (Geschäftsführer)
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights
7. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting
8. Duration and Dissolution: Company's duration (if limited) and provisions for dissolution
9. Notices and Communications: Methods for official company communications
1. Transfer of Shares: Specific requirements and restrictions for share transfers, including pre-emptive rights
2. Advisory Board: Structure and powers of an optional advisory board (Beirat)
3. Non-Competition: Restrictions on shareholders' competitive activities
4. Inheritance Provisions: Special rules for handling shares in case of shareholder death
5. Profit Distribution: Specific rules for distribution of profits beyond statutory provisions
6. Additional Capital Contributions: Provisions for additional funding requirements and shareholder obligations
7. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
1. List of Shareholders: Detailed list of all shareholders with their respective shareholdings and contributions
2. Initial Business Plan: Initial business plan and financial projections (optional but common)
3. Specimen Signatures: Signature specimens of initial managing directors
4. Special Rights Agreements: Any special rights or obligations granted to specific shareholders
5. Property/Asset Schedule: List of any property or assets being contributed as non-cash capital contributions
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