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Memorandum And Articles Of Incorporation
"I need a Memorandum and Articles of Incorporation for a German GmbH tech startup with three founding shareholders, including specific provisions for future investment rounds and a detailed share transfer restriction mechanism to protect the founders' interests."
1. Company Name and Registered Office: Legal name of the company, registered address, and additional business locations if any
2. Purpose of the Company: Detailed description of the company's business objectives and permitted activities
3. Share Capital and Contributions: Amount of share capital, division of shares, and details of contributions (cash or in-kind)
4. Shareholders: Identity of founding shareholders and their respective shareholdings
5. Management and Representation: Structure and powers of management, appointment and removal procedures, representation rules
6. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights, and decision-making processes
7. Financial Year and Annual Accounts: Definition of financial year, rules for accounting and profit distribution
8. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
9. Termination and Liquidation: Provisions for company dissolution, liquidation procedures, and distribution of assets
1. Supervisory Board: Required for AGs and larger GmbHs subject to co-determination laws; defines composition and powers of the supervisory board
2. Advisory Board: Optional for GmbHs wanting additional governance structure; defines role and composition of advisory board
3. Non-Competition Clause: Restrictions on shareholders' and managers' involvement in competing businesses
4. Inheritance Provisions: Special rules for handling shares in case of shareholder death
5. Tag-Along/Drag-Along Rights: Special share transfer rights for minority/majority protection
6. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
7. Profit Distribution Rules: Specific rules for dividend distribution beyond statutory requirements
1. List of Shareholders: Detailed register of shareholders with their personal/corporate information and shareholdings
2. Contribution Schedule: Detailed description of all initial contributions, especially for in-kind contributions
3. Management Rules of Procedure: Detailed internal rules for management operations and decision-making
4. Specimen Signatures: Official signature specimens of authorized representatives
5. Description of In-Kind Contributions: Detailed description and valuation of any non-cash contributions
6. Share Transfer Restrictions: Detailed procedures and requirements for share transfers
7. Corporate Governance Guidelines: Detailed governance procedures and compliance requirements
Authors
Company
Board of Directors
Managing Directors
Shareholders
Share Capital
Shares
Shareholders' Meeting
Financial Year
Business Day
Commercial Register
Authorized Representative
Registered Office
Corporate Purpose
Supervisory Board
Advisory Board
Resolution
Fiscal Year
Annual Accounts
Simple Majority
Qualified Majority
Transfer of Shares
Share Certificate
Commercial Register Entry
Articles of Association
Management Board
Shareholder Rights
Voting Rights
Dividend
Capital Increase
Capital Decrease
Liquidation
Corporate Seal
Subsidiary
Affiliated Company
Authorized Signatory
In-Kind Contribution
Cash Contribution
Proxy
Successor in Title
General Meeting
Reserved Matter
Distributable Profits
Statutory Reserves
Annual General Meeting
Extraordinary General Meeting
Notarial Deed
Registered Office
Corporate Purpose
Duration
Share Capital
Share Classes
Share Transfer
Pre-emption Rights
Management Structure
Appointment and Removal of Directors
Powers of Directors
Representation Authority
Shareholders' Meetings
Voting Rights
Majority Requirements
Dividend Distribution
Financial Statements
Reserve Requirements
Supervisory Board
Advisory Board
Non-Competition
Confidentiality
Amendment Procedures
Dispute Resolution
Inheritance Provisions
Tag-Along Rights
Drag-Along Rights
Share Valuation
Exit Rights
Termination
Liquidation
Notices
Governing Law
Severability
Entire Agreement
Commercial Register Matters
Costs and Expenses
Compliance with Laws
Corporate Governance
Information Rights
Legal Services
Professional Services
Banking and Finance
Technology
Manufacturing
Retail
Healthcare
Real Estate
Construction
Energy
Transportation
Hospitality
Education
Consulting
Media and Entertainment
Legal
Corporate Governance
Compliance
Board of Directors
Executive Management
Corporate Secretariat
Risk Management
Corporate Affairs
Finance
Strategy
Chief Executive Officer
Managing Director
Legal Counsel
Corporate Secretary
Compliance Officer
Board Member
Chief Legal Officer
Corporate Governance Officer
Company Secretary
Chief Financial Officer
Head of Legal
Director of Corporate Affairs
Investment Manager
Corporate Development Manager
Risk Management Officer
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