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1. Company Name and Registered Office: Legal name of the company and its registered office location as required by 脗搂3(1) GmbHG
2. Object of the Company: Description of the business purpose and activities of the company
3. Share Capital and Shares: Amount of share capital, division into shares, and initial contributions
4. Shareholders: Initial shareholders and their respective shareholdings
5. Management and Representation: Provisions regarding managing directors (Gesch脙陇ftsf脙录hrer), their appointment, removal, and powers
6. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings, voting rights, and resolutions
7. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting
8. Profit Distribution: Rules for the distribution of profits among shareholders
9. Transfer of Shares: Basic provisions for share transfers and related restrictions
10. Duration and Dissolution: Company duration and provisions for dissolution
1. Advisory Board: Provisions for establishing and operating an advisory board, used when additional oversight is desired
2. Supervisory Board: Required for larger GmbHs with 500+ employees, optional for smaller ones
3. Non-Competition: Restrictions on shareholders' competing activities, used when protecting company interests
4. Tag-Along Rights: Minority shareholder protection provisions, used in companies with multiple shareholders
5. Drag-Along Rights: Majority shareholder exit provisions, useful for future sale scenarios
6. Deadlock Resolution: Procedures for resolving shareholder disputes, important for companies with equal shareholders
7. Additional Capital Contributions: Rules for additional funding requirements, useful for companies expecting future capital needs
8. Virtual Shares: Provisions for employee participation programs, used when planning employee incentives
1. List of Shareholders: Detailed information about shareholders including names, addresses, and shareholdings
2. Initial Business Plan: Initial business concept and financial projections (optional but common)
3. Specimen Signatures: Signature specimens of initial managing directors
4. Shareholders' Contributions: Detailed description of initial contributions, especially for non-cash contributions
5. Powers of Managing Directors: Detailed list of actions requiring shareholder approval
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