Articles of Organization with Statement of Conversion is a crucial document used in German business transformations when an existing entity needs to change its legal form while establishing a new organizational structure. This document is particularly relevant when companies seek to modify their legal structure for reasons such as liability protection, tax optimization, or business expansion. It must comply with the German Transformation Act (Umwandlungsgesetz) and includes detailed information about the converting entity, new organizational structure, capital requirements, management framework, and asset transfer provisions. The document serves as both a founding document for the new entity and a legal instrument for the conversion process, requiring careful consideration of various stakeholder interests and regulatory requirements under German law.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Converting Entity Information: Details of the existing entity including current legal form, registration information, and business address
2. New Entity Details: Specification of the new legal form, company name, registered office, and business purpose
3. Capital Structure: Details of share capital, nominal amounts, and shareholder contributions
4. Management Structure: Appointment of managing directors (Gesch盲ftsf眉hrer) and their powers of representation
5. Statement of Conversion: Formal declaration of conversion including effective date and legal basis under UmwG
6. Shareholder Information: List of shareholders with their respective shareholdings and voting rights
7. Business Objects: Detailed description of the company's business activities and purposes
8. Fiscal Year: Definition of the company's fiscal year
9. Supervisory Requirements: Provisions regarding any supervisory board if required
10. Notice and Meeting Requirements: Procedures for shareholder meetings and voting
11. Transfer of Assets: Description of asset and liability transfer from old to new entity
1. Supervisory Board Provisions: Required only if the company meets size thresholds requiring a supervisory board
2. Special Rights and Benefits: Include when specific shareholders or managing directors are granted special privileges
3. Non-Cash Contributions: Required when capital contributions include non-monetary assets
4. Branch Offices: Include when the company has or plans to establish branch offices
5. Employee Participation: Required when the converting entity has employee participation systems
6. Profit and Loss Distribution: Special provisions for profit sharing if deviating from standard proportional distribution
1. Conversion Balance Sheet: Detailed financial statement showing the company's assets and liabilities at conversion
2. Shareholder Resolution: Copy of the resolution approving the conversion
3. Asset Register: Detailed list of all assets being transferred in the conversion
4. Articles of Association: Complete new articles of association for the converted entity
5. Managing Director Acceptance: Written acceptance of appointment by managing directors
6. Bank Confirmation: Proof of capital contribution for the new entity
7. Conversion Report: Detailed report explaining the legal and economic aspects of the conversion
8. Employee Rights Documentation: Documentation regarding the treatment of employee rights post-conversion
Find the exact document you need
Articles Of Organisation
A notarized German legal document establishing a GmbH (limited liability company) and setting out its fundamental rules and structure.
Download
Company's Articles Of Association
A German law-governed constitutional document establishing a company's fundamental rules, structure, and governance framework.
Download
Articles Of Organization With Statement Of Conversion
A German law document that establishes a new business entity while converting an existing organization into the new legal form, combining entity formation and transformation requirements.
Download
Articles Of Dissolution Nonprofit
A legal document under German law that formally dissolves a nonprofit organization and outlines the dissolution process and asset distribution.
Download
Articles Of Incorporation Nonprofit
A foundational legal document establishing a German nonprofit organization's structure and governance under German Civil Code (BGB) and Fiscal Code (AO).
Download
LLC Articles Of Organization Form
German LLC Articles of Organization (GmbH-Gesellschaftsvertrag) - foundational document establishing a German limited liability company's structure and governance under German law.
Download
Limited Liability Company Articles Of Organization
A legally required foundational document under German law that establishes and governs a GmbH (Limited Liability Company), outlining its structure and operational framework.
Download
For Profit Articles Of Incorporation
German Articles of Incorporation (Satzung) - fundamental legal document establishing a company's existence and structure under German corporate law.
Download
Business Articles Of Incorporation
German Articles of Incorporation establishing a company's fundamental structure and governance rules under German corporate law.
Download
Articles Of Organization And Certificate Of Organization
Foundational document for establishing a German limited liability company (GmbH), outlining corporate structure and governance under German law.
Download
Articles Of Organization Operating Agreement
A German law-governed document establishing and regulating the operation of a GmbH (limited liability company), combining Articles of Organization with operational guidelines.
Download
Articles Of Incorporation Registered Agent
A legal document establishing a corporation in Germany, including registered agent appointment and essential corporate governance structures under German law.
Download
Articles Of Incorporation Organization
German Articles of Incorporation (Satzung) - fundamental corporate document establishing company structure and governance under German law.
Download
Articles Of Incorporation For Profit
A foundational legal document under German law that establishes a company's existence and defines its basic structure and governance framework.
Download
Articles Of Incorporation Document
A legally required foundational document under German law that establishes a company's existence and defines its basic structure, governance, and operational framework.
Download
Articles Of Incorporation And Certificate Of Incorporation
German corporate formation document establishing a company's legal structure and governance framework, requiring notarization and commercial register registration.
Download
Articles Of Association And Memorandum Of Association
A German law-governed foundational document that establishes a company's structure, governance, and operational framework in accordance with German corporate legislation.
Download
Articles Of Association And Bylaws
German-law governed foundational document establishing a company's structure, governance, and operational framework.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)