The Articles of Association and Memorandum of Association (Satzung/Gesellschaftsvertrag) is a mandatory document required for establishing any company in Germany. This foundational document must be notarized and submitted to the German Commercial Register (Handelsregister) as part of the company formation process. It outlines essential aspects such as company name, registered office, business purpose, share capital, shareholder rights, management structure, and decision-making procedures. The document must comply with specific requirements under German law, particularly the GmbHG for limited liability companies or AktG for stock corporations. It serves as the primary reference for corporate governance and is crucial for resolving disputes, managing stakeholder relationships, and ensuring regulatory compliance throughout the company's lifetime.
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1. Article 1 - Company Name and Registered Office: Specifies the company's legal name and location of registered office
2. Article 2 - Object of the Company: Defines the business purpose and activities of the company
3. Article 3 - Share Capital and Shares: Details of the company's share capital, nominal value of shares, and share classes if applicable
4. Article 4 - Shareholders and Contributions: Information about the founding shareholders and their capital contributions
5. Article 5 - Duration of the Company: Specifies whether the company has a fixed duration or is perpetual
6. Article 6 - Management and Representation: Rules regarding appointment, dismissal, and powers of managing directors
7. Article 7 - Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
8. Article 8 - Resolutions of Shareholders: Requirements for passing shareholder resolutions and voting rights
9. Article 9 - Financial Year and Annual Accounts: Definition of financial year and provisions for accounting
10. Article 10 - Profit Distribution: Rules for the distribution of profits and handling of losses
1. Article - Supervisory Board: Required for AGs and larger GmbHs; defines composition and duties of the supervisory board
2. Article - Transfer of Shares: Special provisions restricting or regulating the transfer of shares
3. Article - Non-Competition: Restrictions on shareholders' competitive activities
4. Article - Advisory Board: Optional provisions for establishing an advisory board
5. Article - Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
6. Article - Tag-Along and Drag-Along Rights: Special rights regarding share sales in case of ownership changes
7. Article - Right of First Refusal: Provisions giving existing shareholders priority in purchasing shares
8. Article - Inheritance Provisions: Special rules for handling shares in case of shareholder death
1. Schedule 1 - Initial Shareholders and Capital Contributions: Detailed list of founding shareholders and their initial investments
2. Schedule 2 - Share Certificate Template: Template for share certificates if physical certificates are to be issued
3. Schedule 3 - Management Rules and Procedures: Detailed rules for management operations and decision-making
4. Schedule 4 - Intellectual Property Rights: List of company's intellectual property and related rights
5. Schedule 5 - Business Plan: Initial business plan and strategy (often required for registration)
6. Appendix A - Specimen Signatures: Signature specimens of authorized representatives
7. Appendix B - Powers of Attorney: Standard forms for powers of attorney
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