Letter Of Incorporation Template for Germany

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Key Requirements PROMPT example:

Letter Of Incorporation

"I need a Letter of Incorporation for establishing a German GmbH technology consulting company with two founding shareholders and initial share capital of €25,000, to be registered in Berlin by March 2025."

Document background
The Letter of Incorporation (Gründungsurkunde) is a mandatory document required for establishing a new company in Germany. It serves as the foundational document that formally creates the legal entity and must be executed before a German notary public. This document is used when founders wish to establish a new company and need to comply with German corporate law requirements. The Letter of Incorporation includes crucial information such as the company's name, purpose, registered office, share capital, shareholder details, and management structure. It must be submitted to the Commercial Register along with supporting documentation such as the Articles of Association, proof of capital contribution, and other required attachments. The document's content and format are strictly regulated by German corporate law, particularly the Commercial Code (HGB) and either the Limited Liability Companies Act (GmbH-Gesetz) or Stock Corporation Act (AktG), depending on the chosen company form.
Suggested Sections

1. Opening Address and Date: Official letterhead, date, and address of the relevant commercial register

2. Company Details: Full legal name of the company, registered address, purpose of business, and fiscal year

3. Share Capital: Declaration of initial share capital and its distribution

4. Founder Information: Complete details of all founding shareholders including names, addresses, and their respective shareholdings

5. Management Structure: Appointment of initial managing directors (Geschäftsführer) and their powers

6. Legal Declarations: Mandatory legal statements confirming compliance with German company law requirements

7. Notarization Statement: Formal statement for notarial authentication as required by German law

Optional Sections

1. Additional Corporate Governance Rules: Special provisions for management and shareholder decision-making, used when deviating from statutory defaults

2. Supervisory Board Establishment: Required if establishing a supervisory board, either voluntarily or due to size requirements

3. Special Rights and Obligations: Any specific rights or obligations assigned to particular shareholders or classes of shares

4. Non-Cash Contributions: Detailed description of any contributions in kind (Sacheinlagen), if applicable

Suggested Schedules

1. Articles of Association: Detailed company statute (Gesellschaftsvertrag) defining internal regulations and procedures

2. Bank Confirmation: Proof of capital deposit into company bank account

3. Specimen Signatures: Notarized signature specimens of appointed managing directors

4. Business Plan: If required by specific circumstances or requested by the commercial register

5. Valuation Reports: For non-cash contributions, independent expert valuations of contributed assets

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
Relevant Industries

Legal Services

Corporate Services

Banking and Finance

Professional Services

Business Consulting

Company Formation Services

Regulatory Compliance

All Business Sectors (as applies to any company incorporation)

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Services

Business Development

Administration

Executive Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Business Development Manager

Company Formation Specialist

Corporate Governance Officer

Founder

Entrepreneur

Corporate Services Manager

Legal Administrator

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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