Articles of Association and Bylaws are essential foundational documents required when establishing a company in Germany. They must comply with German corporate law, including the German Commercial Code (HGB) and specific corporate form legislation (GmbH Act or Stock Corporation Act). The document is used during company formation and throughout its lifetime, serving as the primary reference for corporate governance matters. It contains crucial information about the company's structure, share capital, management, shareholder rights, and operational procedures. These Articles of Association and Bylaws must be notarized and filed with the German Commercial Register (Handelsregister) to be legally effective, and they can be amended only through formal procedures involving shareholder approval and notarization.
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1. Article 1 - Company Name, Registered Office and Duration: Specifies the official company name, location of headquarters, and duration (if limited)
2. Article 2 - Purpose of the Company: Defines the business objectives and scope of activities of the company
3. Article 3 - Share Capital and Shares: Details the company's share capital structure, nominal value of shares, and share classes if applicable
4. Article 4 - Shareholders and Shareholdings: Lists initial shareholders and their respective shareholdings
5. Article 5 - Transfer of Shares: Rules and restrictions regarding the transfer of company shares
6. Article 6 - Management and Representation: Defines the management structure and powers of representation
7. Article 7 - Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
8. Article 8 - Resolutions of Shareholders: Rules for passing shareholder resolutions and voting rights
9. Article 9 - Financial Year and Annual Accounts: Defines the financial year and requirements for financial reporting
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 subject to codetermination laws; defines composition and duties of the supervisory board
2. Article - Advisory Board: Optional provision for establishing an advisory board, defining its composition and functions
3. Article - Non-Competition: Restrictions on shareholders' and managers' involvement in competing businesses
4. Article - Inheritance and Succession: Special provisions for handling shares in case of shareholder death
5. Article - Tag-Along and Drag-Along Rights: Special shareholder rights in case of company sale or share transfers
6. Article - Deadlock Resolution: Procedures for resolving deadlock situations between shareholders
7. Article - Company Group Provisions: Special provisions for companies that are part of a corporate group
1. Schedule 1 - Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial capital contributions
2. Schedule 2 - Form of Share Certificate: Template for share certificates if physical certificates are to be issued
3. Schedule 3 - Rules of Procedure for Management: Detailed rules governing the operations of management
4. Schedule 4 - Rules of Procedure for Supervisory Board: Detailed rules governing the operations of the supervisory board, if applicable
5. Schedule 5 - List of Transactions Requiring Shareholder Approval: Comprehensive list of actions requiring special approval
6. Appendix A - Powers of Attorney: Standard forms for powers of attorney for shareholder meetings
7. Appendix B - Specimen Signatures: Authenticated signatures of authorized representatives
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