Articles of Incorporation For Profit (Satzung/Gesellschaftsvertrag) serve as the constitutional foundation for establishing a for-profit company in Germany. This document is required when founding either an AG (public limited company) or GmbH (private limited company) and must comply with strict requirements under German corporate law. It contains essential information about the company's structure, including share capital, corporate governance, shareholder rights, and operational procedures. The document must be notarized and filed with the German Commercial Register (Handelsregister) as part of the company formation process. It serves as a reference point for shareholders, management, employees, and other stakeholders throughout the company's existence and can only be modified through formal procedures involving shareholder approval and notarization.
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1. Article 1 - General Provisions: Company name, registered office, corporate purpose, and duration of the company
2. Article 2 - Share Capital and Shares: Amount of share capital, division and classes of shares, share certificates
3. Article 3 - Corporate Bodies: Overview of corporate governance structure (Management Board, Supervisory Board if applicable, General Meeting)
4. Article 4 - Management Board: Composition, appointment, removal, powers and duties of the management board
5. Article 5 - Representation: Rules on who can represent the company and how
6. Article 6 - Shareholders' Meeting: Procedures for convening and conducting shareholders' meetings, voting rights
7. Article 7 - Financial Year and Annual Accounts: Definition of financial year, provisions regarding annual financial statements
8. Article 8 - Profit Distribution: Rules for the distribution of profits among shareholders
9. Article 9 - Announcements: Methods and media for company announcements
10. Article 10 - Formation Expenses: Provisions regarding who bears the costs of company formation
1. Article on Supervisory Board: Required for AGs and GmbHs with over 500 employees; includes composition, duties, and procedures
2. Article on Transfer Restrictions: Provisions making share transfers subject to company approval (Vinkulierung)
3. Article on Non-Competition: Restrictions on shareholders' competing activities
4. Article on Additional Capital Contributions: Provisions for additional funding obligations of shareholders
5. Article on Advisory Board: Optional advisory body structure and functions
6. Article on Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
7. Article on Tag-Along/Drag-Along Rights: Special provisions for share sales in private companies
8. Article on Inheritance: Special provisions for handling share inheritance
1. Schedule 1 - Initial Shareholders: List of founding shareholders with their respective shareholdings and contributions
2. Schedule 2 - Initial Management Board: Details of initial management board members and their positions
3. Schedule 3 - Special Rights and Benefits: Any special rights or benefits granted to shareholders or third parties
4. Schedule 4 - Formation Report: Detailed report on the formation process and verification of contributions
5. Schedule 5 - Rules of Procedure: Detailed internal rules for management board and/or supervisory board
6. Appendix A - Definitions: Detailed definitions of terms used in the Articles of Incorporation
7. Appendix B - Corporate Governance Guidelines: Additional corporate governance principles and procedures
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