The LLC Articles of Organization Form (GmbH-Gesellschaftsvertrag) is a mandatory legal document required when establishing a GmbH (Gesellschaft mit beschränkter Haftung) in Germany. This document must be created during the company formation process and requires notarization before it can be registered with the German Commercial Register (Handelsregister). It establishes the fundamental framework for the company's operation, including details about share capital (minimum €25,000), shareholder rights and obligations, management structure, and corporate purpose. The document must comply with German corporate law, particularly the GmbH-Gesetz, and serves as the primary reference point for resolving corporate governance issues throughout the company's lifetime. It's essential for any business seeking to establish a limited liability presence in Germany and provides the legal foundation for the company's operations, shareholder relationships, and management structure.
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1. Article 1 - Company Name and Registered Office: Specifies the legal name of the GmbH and its registered office location in Germany
2. Article 2 - Corporate Purpose: Defines the business objectives and activities of the company
3. Article 3 - Share Capital and Contributions: States the amount of share capital (minimum €25,000) and details of shareholders' contributions
4. Article 4 - Shareholders: Lists the founding shareholders and their respective shareholdings
5. Article 5 - Business Year and Duration: Defines the fiscal year and duration of the company (usually unlimited)
6. Article 6 - Management and Representation: Outlines the appointment, removal, and powers of managing directors (Geschäftsführer)
7. Article 7 - Shareholders' Meeting: Details the procedures for convening and conducting shareholders' meetings
8. Article 8 - Resolutions: Specifies voting rights and majority requirements for various types of decisions
9. Article 9 - Annual Financial Statements: Establishes requirements for accounting, financial statements, and profit distribution
1. Article 10 - Advisory Board: Optional provision for establishing an advisory board (Beirat) - included when the company wants additional oversight
2. Article 11 - Non-Competition: Restrictions on shareholders' competing activities - included when shareholders should be prevented from competing
3. Article 12 - Inheritance and Succession: Special provisions for handling shares in case of shareholder death - included for family businesses or when specific succession rules are needed
4. Article 13 - Tag-Along/Drag-Along Rights: Special share transfer provisions - included when shareholders want specific exit rights
5. Article 14 - Mediation and Dispute Resolution: Alternative dispute resolution procedures - included when shareholders want to avoid court proceedings
1. Schedule 1 - Initial Shareholders and Shareholdings: Detailed list of founding shareholders with their personal information and initial capital contributions
2. Schedule 2 - Sample Shareholders' Resolution Templates: Standard templates for common shareholders' resolutions
3. Schedule 3 - Managing Directors' Rules of Procedure: Detailed guidelines for managing directors' duties and responsibilities
4. Schedule 4 - Specimen Signatures: Official signature specimens of initial managing directors
5. Appendix A - Definitions: Detailed definitions of terms used throughout the Articles of Organization
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