Articles Of Organisation Template for Germany

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Key Requirements PROMPT example:

Articles Of Organisation

"I need Articles of Organization for a German technology startup GmbH launching in March 2025, with three founding shareholders contributing equal shares of €50,000 total capital, including specific provisions for future investor rights and an advisory board structure."

Document background
Articles of Organization (Gesellschaftsvertrag) are essential founding documents required under German law when establishing a GmbH (Gesellschaft mit beschränkter Haftung). They must be executed before a German notary and filed with the Commercial Register (Handelsregister) as part of the company formation process. The document outlines crucial elements including minimum share capital of €25,000, shareholder information, management structure, and corporate purpose. It serves as the primary governing document for the company's internal affairs and external relationships, ensuring compliance with the German Limited Liability Companies Act (GmbHG). This document is particularly important as it cannot be easily amended after registration without shareholder approval and renewed notarization.
Suggested Sections

1. Company Name and Registered Office: Legal company name (including 'GmbH') and specific address of registered office

2. Purpose of the Company: Detailed description of business activities and objectives of the company

3. Share Capital: Amount of share capital (minimum €25,000) and division into shares

4. Shareholders: Identity of founding shareholders and their respective shareholdings

5. Management: Appointment process, rights, and duties of managing directors (Geschäftsführer)

6. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings, voting rights

7. Financial Year and Annual Accounts: Definition of financial year and requirements for accounting

8. Transfer of Shares: Rules and restrictions regarding the transfer of company shares

9. Term and Dissolution: Duration of the company and conditions for dissolution

Optional Sections

1. Advisory Board: Structure and duties of an advisory board, used when additional oversight is desired

2. Non-Competition: Restrictions on shareholders' competing activities, recommended for specialized industries

3. Profit Distribution: Special rules for profit distribution if deviating from standard proportional distribution

4. Successor Provisions: Rules for handling shares in case of death or incapacity of shareholders

5. Tag-Along/Drag-Along Rights: Special share transfer rights, useful for companies planning future investment or sale

6. Deadlock Resolution: Procedures for resolving shareholder disputes, recommended for companies with equal shareholders

7. Compliance Guidelines: Additional compliance requirements, important for regulated industries

Suggested Schedules

1. List of Shareholders: Detailed information about shareholders including contact details and shareholdings

2. Initial Business Plan: Overview of company's planned activities and financial projections

3. Contribution Schedule: Details of how and when share capital will be contributed

4. Management Rules: Detailed procedures for management operations and decision-making

5. Sample Share Certificate: Template for share certificates if physical certificates are to be issued

6. Specimen Signatures: Authorized signatures of initial managing directors

7. Property/Asset List: List of any property or assets being contributed as non-cash share capital

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Entertainment

Hospitality

Education

Transportation

Energy

Agriculture

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Tax

Risk Management

Corporate Affairs

Business Development

Investor Relations

Relevant Roles

CEO

Managing Director

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Compliance Officer

Board Member

General Counsel

Corporate Governance Officer

Risk Manager

Business Development Director

Shareholder

Investor Relations Manager

Tax Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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