The Original Certificate of Incorporation is a fundamental legal document required for establishing any company in Germany. It represents the formal constitution of a legal entity and must be executed before a German notary public in accordance with strict legal requirements. This document is mandatory under German law and serves multiple purposes: it formally creates the company, defines its basic structure and governance, and provides evidence of its legal existence to third parties. The certificate must include specific information required by German corporate law, such as company details, share capital, management structure, and shareholder information. It forms part of the company's application to the Commercial Register (Handelsregister) and is essential for obtaining the company's legal personality. The document remains relevant throughout the company's lifetime as proof of its legitimate formation and original structure.
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1. Notarial Introduction: Official introduction stating date, place, and notary details
2. Appearing Parties: Details of all founding shareholders/members appearing before the notary
3. Company Name and Registered Office: Official company name (including legal form) and registered address
4. Corporate Purpose: Detailed description of the company's business objectives and permitted activities
5. Share Capital: Amount of share capital and division of shares among founders
6. Management Structure: Appointment of initial managing directors and their representation rights
7. Formation Expenses: Declaration of costs associated with company formation
8. Financial Year: Definition of the company's financial year
9. Notarial Certifications: Official confirmations and notary's signature
1. Supervisory Board: Required for AGs and GmbHs above certain size thresholds or with specific requirements
2. Pre-incorporation Actions: Authorization of actions taken before formal registration, if any business was conducted
3. Special Rights and Benefits: Any special privileges or rights granted to specific shareholders or third parties
4. Contributions in Kind: Detailed descriptions of non-cash contributions, if applicable
5. Branch Offices: Information about any branch offices, if established at formation
1. Articles of Association: Detailed company bylaws (Satzung/Gesellschaftsvertrag)
2. Bank Confirmation: Proof of capital deposit in company's bank account
3. Specimen Signatures: Certified signature specimens of managing directors
4. Shareholders List: Initial list of shareholders with their respective shareholdings
5. Declaration of Acceptance: Written acceptance of appointment by managing directors
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