Limited Liability Company Articles Of Organization Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Limited Liability Company Articles Of Organization

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Limited Liability Company Articles Of Organization

"I need Limited Liability Company Articles of Organization for a German tech startup GmbH launching in March 2025, with three co-founders having equal shares and specific provisions for future investor participation and employee stock options."

Document background
The Limited Liability Company Articles of Organization (Gesellschaftsvertrag) is a crucial document required for establishing a GmbH in Germany. It serves as the foundational contract between shareholders and must be executed before a German notary public. This document becomes necessary when entrepreneurs or investors decide to form a GmbH, which is the most common corporate form in Germany. The Articles must include mandatory elements prescribed by the GmbHG, such as company name, registered office, corporate purpose, and share capital (minimum €25,000). It defines the relationship between shareholders, management structure, and basic operational rules. The document remains valid throughout the company's lifetime, though it can be amended through proper procedures and new notarization. Its creation typically involves legal counsel to ensure compliance with German corporate law requirements.
Suggested Sections

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

2. Corporate Purpose: Detailed description of the company's business activities and objectives

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

4. Shareholders: Initial shareholders and their respective shareholdings

5. Duration: Period of the company's existence (typically unlimited)

6. Management: Appointment, removal, and powers of managing directors (Geschäftsführer)

7. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings

8. Resolutions: Voting rights and majority requirements for various types of decisions

9. Financial Year and Annual Accounts: Definition of financial year and requirements for financial statements

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

11. Termination and Liquidation: Procedures for company dissolution and liquidation

Optional Sections

1. Advisory Board: Rules for establishing and operating an advisory board or supervisory board, used when additional oversight is desired

2. Profit Distribution: Specific rules for profit distribution if deviating from standard proportional distribution

3. Non-Competition: Restrictions on shareholders' competing activities, used when protecting company interests

4. Tag-Along Rights: Minority shareholder protection rights, used in companies with multiple shareholders

5. Drag-Along Rights: Majority shareholder rights for forced exit, used in companies with investment focus

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

7. Pre-emptive Rights: Detailed procedures for share purchase rights, used when controlling ownership transfers

8. Additional Capital Contributions: Rules for additional funding requirements, used when future capital needs are anticipated

Suggested Schedules

1. Initial Shareholders and Shareholdings: Detailed list of initial shareholders with their respective share amounts and numbers

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

3. Management Rules: Detailed procedures and limitations for management activities

4. Shareholder Meeting Procedures: Detailed procedures for conducting shareholders' meetings

5. List of Initial Managing Directors: Names and details of initial managing directors (Geschäftsführer)

6. Business Plan: Initial business plan and strategy (if required by shareholders)

7. Specimen Signatures: Authorized signatures of managing directors for company registration

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

Retail

Professional Services

Financial Services

Healthcare

Real Estate

Construction

Media and Entertainment

Energy

Transportation and Logistics

Agriculture

Education

Hospitality

Consulting

E-commerce

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Administrative

Business Development

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Business Development Manager

Compliance Officer

Corporate Governance Officer

Board Member

Shareholder

Investment Manager

Chief Operating Officer

Risk Manager

General Counsel

Corporate Affairs 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

Find the exact document you need

Articles Of Organisation

A notarized German legal document establishing a GmbH (limited liability company) and setting out its fundamental rules and structure.

find out more

Company's Articles Of Association

A German law-governed constitutional document establishing a company's fundamental rules, structure, and governance framework.

find out more

Articles Of Organization With Statement Of Conversion

A German law document that establishes a new business entity while converting an existing organization into the new legal form, combining entity formation and transformation requirements.

find out more

Articles Of Dissolution Nonprofit

A legal document under German law that formally dissolves a nonprofit organization and outlines the dissolution process and asset distribution.

find out more

Articles Of Incorporation Nonprofit

A foundational legal document establishing a German nonprofit organization's structure and governance under German Civil Code (BGB) and Fiscal Code (AO).

find out more

LLC Articles Of Organization Form

German LLC Articles of Organization (GmbH-Gesellschaftsvertrag) - foundational document establishing a German limited liability company's structure and governance under German law.

find out more

Limited Liability Company Articles Of Organization

A legally required foundational document under German law that establishes and governs a GmbH (Limited Liability Company), outlining its structure and operational framework.

find out more

For Profit Articles Of Incorporation

German Articles of Incorporation (Satzung) - fundamental legal document establishing a company's existence and structure under German corporate law.

find out more

Business Articles Of Incorporation

German Articles of Incorporation establishing a company's fundamental structure and governance rules under German corporate law.

find out more

Articles Of Organization And Certificate Of Organization

Foundational document for establishing a German limited liability company (GmbH), outlining corporate structure and governance under German law.

find out more

Articles Of Organization Operating Agreement

A German law-governed document establishing and regulating the operation of a GmbH (limited liability company), combining Articles of Organization with operational guidelines.

find out more

Articles Of Incorporation Registered Agent

A legal document establishing a corporation in Germany, including registered agent appointment and essential corporate governance structures under German law.

find out more

Articles Of Incorporation Organization

German Articles of Incorporation (Satzung) - fundamental corporate document establishing company structure and governance under German law.

find out more

Articles Of Incorporation For Profit

A foundational legal document under German law that establishes a company's existence and defines its basic structure and governance framework.

find out more

Articles Of Incorporation Document

A legally required foundational document under German law that establishes a company's existence and defines its basic structure, governance, and operational framework.

find out more

Articles Of Incorporation And Certificate Of Incorporation

German corporate formation document establishing a company's legal structure and governance framework, requiring notarization and commercial register registration.

find out more

Articles Of Association And Memorandum Of Association

A German law-governed foundational document that establishes a company's structure, governance, and operational framework in accordance with German corporate legislation.

find out more

Articles Of Association And Bylaws

German-law governed foundational document establishing a company's structure, governance, and operational framework.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.