For Profit Articles Of Incorporation Template for Germany

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Key Requirements PROMPT example:

For Profit Articles Of Incorporation

"I need For Profit Articles of Incorporation for a German GmbH tech startup with planned Series A funding in March 2025, including specific provisions for future investor rights, tag-along rights, and an advisory board structure."

Document background
For Profit Articles of Incorporation are essential founding documents required under German law to establish and register a company. This document is mandatory when forming either an AG (stock corporation) or GmbH (limited liability company) in Germany and must comply with strict legal requirements set forth in the Aktiengesetz or GmbH-Gesetz, respectively. The Articles must be notarized and contain specific mandatory information about the company's structure, purpose, and governance. They serve as the company's constitution, defining shareholders' rights, management responsibilities, and basic operational framework. These Articles are filed with the Commercial Register (Handelsregister) and become publicly available, forming the legal basis for all corporate actions and stakeholder relationships.
Suggested Sections

1. Company Name and Registered Office: Legal name of the company and its registered address in Germany

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

3. Share Capital and Shares: Amount of share capital, number and types of shares, nominal value

4. Corporate Bodies: Structure and composition of management board (Vorstand), supervisory board (Aufsichtsrat) if applicable, and shareholders' meeting

5. Management and Representation: Rules for company management and who can represent the company

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

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

8. Formation Expenses: Details of costs related to company formation and who bears them

Optional Sections

1. Transfer of Shares: Restrictions on share transfers and pre-emptive rights - recommended for closely held companies

2. Non-Competition: Restrictions on shareholders' competing activities - useful for protecting company interests

3. Tag-Along and Drag-Along Rights: Exit provisions for minority/majority shareholders - important for companies planning future investment or sale

4. Dividend Policy: Specific rules for profit distribution - useful when deviating from statutory provisions

5. Advisory Board: Optional establishment of advisory board - useful for additional expertise

6. Deadlock Resolution: Procedures for resolving shareholder disputes - important for companies with equal shareholders

7. Severability Clause: Provisions ensuring validity of remaining articles if some are invalid - recommended for legal security

Suggested Schedules

1. List of Founders: Details of founding shareholders including names, addresses, and shareholdings

2. Initial Share Capital Contributions: Detailed breakdown of initial capital contributions by each founder

3. Special Rights and Benefits: Any special rights or benefits granted to shareholders or third parties

4. Rules of Procedure for Management: Detailed management guidelines and decision-making processes

5. Specimen Signatures: Authorized signatures of management board members

6. Company Formation Report: Detailed report on the formation process and verification of contributions

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

Financial Services

Healthcare

Retail

Real Estate

Professional Services

Energy

Transportation

Construction

Media and Entertainment

Agriculture

Education

Hospitality

Telecommunications

All Business Sectors

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Finance

Business Development

Corporate Affairs

Risk Management

Company Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Managing Director

General Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Board Member

Compliance Officer

Legal Counsel

Corporate Governance Officer

Business Development Director

Chief Operating Officer

Investment Manager

Corporate Secretary

Supervisory Board Member

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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