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LLC Bylaws

LLC Bylaws Template for Germany

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Key Requirements PROMPT example:

LLC Bylaws

"I need LLC Bylaws for a German technology startup with three founding shareholders, incorporating flexible provisions for future funding rounds and an advisory board structure, planned for implementation in March 2025."

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Document background
LLC Bylaws (Gesellschaftsvertrag) are essential founding documents required for establishing and operating a German limited liability company (GmbH). These bylaws must comply with the German Limited Liability Companies Act (GmbHG) and need to be executed in notarial form. The document serves multiple purposes: it establishes the company's legal structure, defines relationships between shareholders, sets out management powers, and provides governance frameworks. Used both during company formation and throughout its operational life, the bylaws contain mandatory provisions required by German law and may include additional provisions tailored to specific business needs. The document must be filed with the Commercial Register and serves as a reference point for all major corporate decisions and changes.
Suggested Sections

1. Article 1 - Company Name and Registered Office: States the official company name (including 'GmbH') and the location of the registered office

2. Article 2 - Corporate Purpose: Defines the business objectives and permitted activities of the company

3. Article 3 - Share Capital and Shares: Specifies the amount of share capital and division of shares among shareholders

4. Article 4 - Shareholders and Share Register: Lists initial shareholders and provisions for maintaining the share register

5. Article 5 - Transfer of Shares: Rules and restrictions regarding the transfer of company shares

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

7. Article 7 - Shareholders' Meeting: Procedures for convening and conducting shareholders' meetings

8. Article 8 - Resolutions of Shareholders: Voting rights, majorities required, and decision-making processes

9. Article 9 - Financial Year and Annual Accounts: Definition of financial year and provisions for financial reporting

10. Article 10 - Duration and Dissolution: Company duration and procedures for dissolution

Optional Sections

1. Article on Advisory Board: Establishes an advisory board (Beirat) when additional oversight is desired

2. Article on Non-Competition: Includes non-compete provisions for shareholders when business protection is needed

3. Article on Profit Distribution: Special provisions for profit distribution if deviating from standard proportional distribution

4. Article on Additional Capital Contributions: Provisions for additional funding requirements beyond initial share capital

5. Article on Inheritance: Special provisions for handling shares in case of shareholder death

6. Article on Deadlock Resolution: Mechanisms for resolving deadlocks in decision-making

7. Article on Tag-Along/Drag-Along Rights: Special exit rights for minority/majority shareholders

Suggested Schedules

1. Schedule 1 - Initial Shareholders and Capital Contributions: Detailed list of initial shareholders and their capital contributions

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

3. Schedule 3 - Rules of Procedure for Management: Detailed guidelines for management operations and decision-making

4. Schedule 4 - Authorized Signatories: List of persons authorized to sign on behalf of the company

5. Appendix A - Form of Share Transfer Agreement: Standard template for executing share transfers

6. Appendix B - Shareholders' Resolution Templates: Standard templates for various types of shareholders' resolutions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles of Association
Business Day
Commercial Register
Company
Financial Year
GmbHG
Managing Director
Registered Office
Share Capital
Shareholders
Shareholders' Meeting
Shareholders' Resolution
Share Register
Shares
Share Transfer
Supervisory Board
Advisory Board
Qualified Majority
Simple Majority
Related Party
Reserved Matters
Business Plan
Annual Accounts
Management Report
Encumbrance
Good Cause
Affiliate
Control
Competing Business
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Authorized Representative
Voting Rights
Distribution
Clauses
Company Formation
Share Capital
Share Transfer
Pre-emptive Rights
Management Authority
Shareholder Rights
Voting Rights
Reserved Matters
Meeting Procedures
Resolution Requirements
Profit Distribution
Non-Competition
Confidentiality
Financial Reporting
Corporate Governance
Board Composition
Termination
Amendment Procedures
Dispute Resolution
Exit Rights
Tag-Along Rights
Drag-Along Rights
Information Rights
Dissolution
Capital Increase
Transfer Restrictions
Succession Planning
Notice Requirements
Severability
Governing Law
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Construction

Energy

Education

Hospitality

Transportation

Media and Entertainment

Agriculture

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Finance

Risk Management

Corporate Development

Board of Directors

Shareholder Relations

Administrative

Relevant Roles

Managing Director (Geschäftsführer)

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Counsel

Compliance Officer

Board Member

Shareholder

Investment Manager

Corporate Governance Officer

Business Development Director

Company Secretary

Risk Manager

In-house Lawyer

Industries
GmbHG (Limited Liability Companies Act): The primary legislation governing German LLCs (GmbH), covering formation, capital requirements, management structure, shareholders' rights and obligations, and corporate governance
BGB (German Civil Code): Provides general contract law principles and legal framework for business relationships, including general rules for legal declarations and contract interpretation
HGB (German Commercial Code): Contains provisions relevant to commercial enterprises, including accounting requirements and commercial register regulations
AktG (Stock Corporation Act): While primarily for stock corporations, some principles may be relevant for LLC governance structures by analogy
HandelsRegisterVO (Commercial Register Ordinance): Regulations regarding company registration and documentation requirements in the commercial register
KStG (Corporate Income Tax Act): Contains relevant provisions for corporate taxation that may influence structural decisions in the bylaws
UmwG (German Transformation Act): Relevant for provisions regarding potential future corporate restructuring, mergers, or conversions
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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