Corporation Articles Of Incorporation Template for Germany

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Key Requirements PROMPT example:

Corporation Articles Of Incorporation

"I need Corporation Articles of Incorporation for a German GmbH tech startup with three founding shareholders, including specific provisions for share transfer restrictions and a simple management structure with two managing directors."

Document background
Corporation Articles of Incorporation are essential foundational documents required when establishing a new company in Germany or converting an existing business into a corporate structure. This document, known as 'Satzung' for an AG (public company) or 'Gesellschaftsvertrag' for a GmbH (private limited company), must be notarized and filed with the Commercial Register (Handelsregister) to legally establish the corporation. It defines the company's fundamental characteristics, including its name, registered office, corporate purpose, share capital structure, management framework, and shareholder rights and obligations. The document must comply with mandatory requirements under German corporate law while allowing for customization to meet specific business needs and shareholder arrangements. It serves as the primary reference point for corporate governance throughout the company's lifetime and can only be modified through formal amendment procedures.
Suggested Sections

1. Basic Provisions (Grundbestimmungen): Company name, registered office, corporate purpose, and business activities

2. Share Capital and Shares: Amount of share capital, division and classes of shares, and nominal value of shares

3. Corporate Bodies (Organe): Structure and composition of management board (Vorstand/Geschäftsführung), supervisory board if applicable, and general meeting

4. Management and Representation: Powers and duties of management, signing authority, and restrictions on management

5. General Meeting (Hauptversammlung/Gesellschafterversammlung): Rules for convening and conducting shareholder meetings, voting rights, and resolutions

6. Annual Accounts and Distribution of Profits: Provisions regarding financial year, accounting, and profit distribution

7. Notices and Publications: Methods and requirements for company announcements and communications

8. Duration and Dissolution: Company duration and provisions for dissolution and liquidation

Optional Sections

1. Transfer of Shares: Include when specific restrictions on share transfers are desired (especially common in GmbH)

2. Supervisory Board (Aufsichtsrat): Required for AG, optional for GmbH unless required by co-determination laws

3. Non-Competition: Include when restrictions on shareholders' competing activities are desired

4. Additional Capital Contributions: Include for provisions regarding additional funding obligations of shareholders

5. Deadlock Resolution: Include when specific procedures for resolving shareholder disputes are desired

6. Tag-Along/Drag-Along Rights: Include when specific share sale rights and obligations are desired

7. Company Powers: Include when specific enumeration of company powers beyond general purpose is desired

Suggested Schedules

1. Initial Shareholders: List of founding shareholders with their respective shareholdings and contributions

2. Initial Management: Details of initial management board members and their signing authorities

3. Contribution Schedule: Detailed specification of initial capital contributions (cash and/or in-kind)

4. Share Transfer Restrictions: Detailed provisions regarding share transfer procedures and restrictions

5. Corporate Governance Rules: Detailed internal regulations for corporate governance if not in main text

6. Special Rights: Detailed provisions of any special rights attached to specific shares or shareholders

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

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Real Estate

Transportation

Construction

Media and Entertainment

Agriculture

Education

Telecommunications

Consumer Goods

Relevant Teams

Legal

Corporate Governance

Executive Management

Board of Directors

Supervisory Board

Finance

Compliance

Corporate Affairs

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Lawyer

General Counsel

Company Secretary

Chief Financial Officer

Board Member

Supervisory Board Member

Corporate Governance Officer

Compliance Officer

Legal Director

Head of Legal

Corporate Affairs Director

Business Development Director

Chief Operating Officer

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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