The Articles of Incorporation Registered Agent document is a crucial legal instrument required when establishing a corporate entity in Germany. It serves as the founding document that officially creates the company and defines its basic structure, governance, and operations under German law. This document is necessary when incorporating either an AG (Aktiengesellschaft) or GmbH (Gesellschaft mit beschr盲nkter Haftung) and must be notarized before submission to the German Commercial Register (Handelsregister). The inclusion of a registered agent (usually required for foreign companies or those without local management) ensures compliance with German legal requirements for official communications and representations. The document must conform to strict requirements under German corporate law, including the Aktiengesetz or GmbH-Gesetz, and typically requires professional legal assistance for proper preparation and filing.
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1. Article 1 - Company Name and Registered Office: States the official company name and the location of the registered office in Germany
2. Article 2 - Corporate Purpose: Defines the business purposes and activities of the company
3. Article 3 - Share Capital and Shares: Specifies the amount of share capital and division of shares
4. Article 4 - Registered Agent Appointment: Details of the appointed registered agent, their duties and responsibilities
5. Article 5 - Management Structure: Defines the management bodies (Management Board, Supervisory Board if applicable)
6. Article 6 - Shareholders' Meetings: Rules for conducting shareholders' meetings and voting procedures
7. Article 7 - Financial Year and Annual Accounts: Defines the financial year and requirements for financial reporting
8. Article 8 - Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Article - Transfer of Shares: Include when specific restrictions on share transfers are desired
2. Article - Supervisory Board: Required for AGs, optional for GmbHs depending on size and employee numbers
3. Article - Non-Competition: Include when restrictions on competitive activities are desired
4. Article - Branch Offices: Include when the company plans to establish branch offices
5. Article - Special Rights and Benefits: Include when granting special rights to specific shareholders or founders
1. Schedule 1 - Initial Shareholders: List of founding shareholders with their respective shareholdings
2. Schedule 2 - Registered Agent Details: Detailed information about the registered agent including contact information and service address
3. Schedule 3 - Initial Directors/Management Board: List of initial directors or management board members with their details
4. Appendix A - Specimen Signatures: Signature specimens of authorized representatives and registered agent
5. Appendix B - Power of Attorney: If applicable, power of attorney documentation for the registered agent
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