Original Certificate Of Incorporation Generator for Germany

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Key Requirements PROMPT example:

Original Certificate Of Incorporation

"I need an Original Certificate of Incorporation for a German GmbH tech startup with three founding shareholders and €25,000 initial capital, to be registered in Berlin by March 2025."

Document background
The Original Certificate of Incorporation is a fundamental legal document required for establishing any company in Germany. It represents the formal constitution of a legal entity and must be executed before a German notary public in accordance with strict legal requirements. This document is mandatory under German law and serves multiple purposes: it formally creates the company, defines its basic structure and governance, and provides evidence of its legal existence to third parties. The certificate must include specific information required by German corporate law, such as company details, share capital, management structure, and shareholder information. It forms part of the company's application to the Commercial Register (Handelsregister) and is essential for obtaining the company's legal personality. The document remains relevant throughout the company's lifetime as proof of its legitimate formation and original structure.
Suggested Sections

1. Notarial Introduction: Official introduction stating date, place, and notary details

2. Appearing Parties: Details of all founding shareholders/members appearing before the notary

3. Company Name and Registered Office: Official company name (including legal form) and registered address

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

5. Share Capital: Amount of share capital and division of shares among founders

6. Management Structure: Appointment of initial managing directors and their representation rights

7. Formation Expenses: Declaration of costs associated with company formation

8. Financial Year: Definition of the company's financial year

9. Notarial Certifications: Official confirmations and notary's signature

Optional Sections

1. Supervisory Board: Required for AGs and GmbHs above certain size thresholds or with specific requirements

2. Pre-incorporation Actions: Authorization of actions taken before formal registration, if any business was conducted

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

4. Contributions in Kind: Detailed descriptions of non-cash contributions, if applicable

5. Branch Offices: Information about any branch offices, if established at formation

Suggested Schedules

1. Articles of Association: Detailed company bylaws (Satzung/Gesellschaftsvertrag)

2. Bank Confirmation: Proof of capital deposit in company's bank account

3. Specimen Signatures: Certified signature specimens of managing directors

4. Shareholders List: Initial list of shareholders with their respective shareholdings

5. Declaration of Acceptance: Written acceptance of appointment by managing directors

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

Manufacturing

Technology

Retail

Professional Services

Financial Services

Healthcare

Real Estate

Construction

Energy

Transportation

Entertainment

Education

Hospitality

Agriculture

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Administration

Corporate Secretariat

Business Development

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Finance Director

Business Development Director

Company Founder

Entrepreneur

Corporate Governance Officer

Board Member

Head of Legal

Investment Manager

Corporate 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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