Articles Of Association And Memorandum Of Association Template for Germany

1. Article - Supervisory Board: Required for AGs and larger GmbHs; defines composition and duties of the supervisory board

2. Article - Transfer of Shares: Special provisions restricting or regulating the transfer of shares

3. Article - Non-Competition: Restrictions on shareholders' competitive activities

4. Article - Advisory Board: Optional provisions for establishing an advisory board

5. Article - Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks

6. Article - Tag-Along and Drag-Along Rights: Special rights regarding share sales in case of ownership changes

7. Article - Right of First Refusal: Provisions giving existing shareholders priority in purchasing shares

8. Article - Inheritance Provisions: Special rules for handling shares in case of shareholder death

1. Schedule 1 - Initial Shareholders and Capital Contributions: Detailed list of founding shareholders and their initial investments

2. Schedule 2 - Share Certificate Template: Template for share certificates if physical certificates are to be issued

3. Schedule 3 - Management Rules and Procedures: Detailed rules for management operations and decision-making

4. Schedule 4 - Intellectual Property Rights: List of company's intellectual property and related rights

5. Schedule 5 - Business Plan: Initial business plan and strategy (often required for registration)

6. Appendix A - Specimen Signatures: Signature specimens of authorized representatives

7. Appendix B - Powers of Attorney: Standard forms for powers of attorney