The Company's Articles of Association is a mandatory legal document required under German law for the establishment and operation of any corporation or limited liability company. This foundational document must comply with either the Aktiengesetz (for stock corporations) or GmbH-Gesetz (for limited liability companies) and requires notarization before being registered with the German Commercial Register. It contains essential information about the company's structure, governance, capital, shareholder rights, and operational framework. The Articles of Association serve as the primary reference point for resolving corporate governance issues, shareholder disputes, and questions about company operations. They must be drafted with careful consideration of both legal requirements and the company's specific needs, as amendments typically require shareholder approval and re-registration.
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1. Company Name and Registered Office: Legal name of the company and address of registered office in Germany
2. Purpose of the Company: Description of business objectives and permitted activities
3. Share Capital and Shares: Amount of share capital, division into shares, types of shares
4. Corporate Bodies: Structure of corporate governance (Management Board, Supervisory Board if applicable)
5. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights
6. Management and Representation: Powers and duties of management, signing authority
7. Financial Year and Annual Accounts: Definition of financial year, provisions for accounting
8. Profit Distribution: Rules for distribution of profits and handling of losses
9. Notices and Announcements: Methods for official company communications
1. Transfer of Shares: Include when specific restrictions on share transfers are desired
2. Pre-emptive Rights: Include when shareholders should have first right to purchase shares being sold
3. Non-Competition: Include when restrictions on shareholders' competing activities are needed
4. Advisory Board: Include when an additional advisory body is desired (especially for GmbHs)
5. Severability Clause: Include to ensure remainder of articles remain valid if some provisions are invalid
6. Arbitration Clause: Include when disputes should be resolved through arbitration rather than courts
1. Initial Shareholders: List of founding shareholders with their respective shareholdings
2. Contribution Schedule: Details of initial capital contributions and payment terms
3. Special Rights: Any special rights or obligations attached to specific shares or shareholders
4. Rules of Procedure: Detailed operational rules for management board and/or supervisory board
5. Form of Share Certificate: Template for share certificates if physical certificates are to be issued
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