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Articles Of Association And Bylaws
"I need Articles of Association and Bylaws for a German technology startup GmbH with three founding shareholders, incorporating specific provisions for future venture capital investment rounds and employee stock option programs to be implemented by March 2025."
1. Article 1 - Company Name, Registered Office and Duration: Specifies the official company name, location of headquarters, and duration (if limited)
2. Article 2 - Purpose of the Company: Defines the business objectives and scope of activities of the company
3. Article 3 - Share Capital and Shares: Details the company's share capital structure, nominal value of shares, and share classes if applicable
4. Article 4 - Shareholders and Shareholdings: Lists initial shareholders and their respective shareholdings
5. Article 5 - Transfer of Shares: Rules and restrictions regarding the transfer of company shares
6. Article 6 - Management and Representation: Defines the management structure and powers of representation
7. Article 7 - Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
8. Article 8 - Resolutions of Shareholders: Rules for passing shareholder resolutions and voting rights
9. Article 9 - Financial Year and Annual Accounts: Defines the financial year and requirements for financial reporting
10. Article 10 - Profit Distribution: Rules for the distribution of profits and handling of losses
1. Article - Supervisory Board: Required for AGs and larger GmbHs subject to codetermination laws; defines composition and duties of the supervisory board
2. Article - Advisory Board: Optional provision for establishing an advisory board, defining its composition and functions
3. Article - Non-Competition: Restrictions on shareholders' and managers' involvement in competing businesses
4. Article - Inheritance and Succession: Special provisions for handling shares in case of shareholder death
5. Article - Tag-Along and Drag-Along Rights: Special shareholder rights in case of company sale or share transfers
6. Article - Deadlock Resolution: Procedures for resolving deadlock situations between shareholders
7. Article - Company Group Provisions: Special provisions for companies that are part of a corporate group
1. Schedule 1 - Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial capital contributions
2. Schedule 2 - Form of Share Certificate: Template for share certificates if physical certificates are to be issued
3. Schedule 3 - Rules of Procedure for Management: Detailed rules governing the operations of management
4. Schedule 4 - Rules of Procedure for Supervisory Board: Detailed rules governing the operations of the supervisory board, if applicable
5. Schedule 5 - List of Transactions Requiring Shareholder Approval: Comprehensive list of actions requiring special approval
6. Appendix A - Powers of Attorney: Standard forms for powers of attorney for shareholder meetings
7. Appendix B - Specimen Signatures: Authenticated signatures of authorized representatives
Authors
Gesellschafter (Shareholders)
Geschäftsführer (Managing Directors)
Geschäftsjahr (Financial Year)
Gesellschafterversammlung (Shareholders' Meeting)
Stammkapital (Share Capital)
Geschäftsanteile (Shares)
Satzung (Articles of Association)
Aufsichtsrat (Supervisory Board)
Beirat (Advisory Board)
Verbundene Unternehmen (Affiliated Companies)
Stimmrechte (Voting Rights)
Vorkaufsrecht (Pre-emptive Right)
Vinkulierung (Share Transfer Restrictions)
Geschäftsordnung (Rules of Procedure)
Jahresabschluss (Annual Financial Statements)
Gewinnverteilung (Profit Distribution)
Gesellschafterbeschlüsse (Shareholder Resolutions)
Niederlassungen (Branch Offices)
Prokura (Commercial Power of Attorney)
Mehrheitsbeschluss (Majority Resolution)
Kapitalerhöhung (Capital Increase)
Kapitalherabsetzung (Capital Reduction)
Wirtschaftsjahr (Business Year)
Sonderrechte (Special Rights)
Corporate Purpose
Share Capital
Share Transfer
Management Authority
Shareholder Rights
Voting Rights
Profit Distribution
General Meetings
Corporate Governance
Financial Reporting
Competition Restrictions
Succession Rights
Termination
Amendment Procedures
Dispute Resolution
Board Composition
Shareholder Meetings
Decision Making
Capital Changes
Exit Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Information Rights
Dividend Rights
Liquidation
Inheritance
Representation Powers
Supervisory Rights
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Retail
Real Estate
Energy
Transportation
Construction
Media and Entertainment
Agriculture
Education
Hospitality
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Secretariat
Finance
Business Development
Risk Management
Investor Relations
Chief Executive Officer
Managing Director
Board Member
Company Secretary
General Counsel
Legal Director
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Company Founder
Shareholder
Corporate Governance Officer
Head of Legal
Business Development Director
Chief Operating Officer
Investment Manager
Corporate Secretary
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