The Companies Memorandum of Association (Gesellschaftsvertrag) is a mandatory document required for establishing any company in Germany. This crucial document must be executed when founding a new company or restructuring an existing one, and it requires notarization by a German notary public. The memorandum contains all essential information about the company, including its name, purpose, registered office, share capital, shareholder details, and management structure. It must comply with strict requirements under German law, particularly the GmbH Act or Stock Corporation Act, depending on the company type. The document serves as the primary reference point for corporate governance matters and shareholder relationships throughout the company's lifetime. Any subsequent modifications to the memorandum must also be notarized and registered with the commercial register (Handelsregister).
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1. Parties: Details of the founding shareholders/members including full names, addresses, and legal capacity
2. Background: Intent to establish the company and general context of formation
3. Definitions: Key terms used throughout the document
4. Company Name and Registered Office: Official company name and address of registered office
5. Corporate Purpose: Detailed description of business activities and objectives
6. Share Capital: Amount of share capital and division among shareholders
7. Shares and Shareholders: Share structure, classes of shares, and shareholder rights
8. Management: Appointment, powers, and duties of managing directors
9. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings
10. Financial Year and Annual Accounts: Definition of financial year and requirements for accounts
11. Profit Distribution: Rules for distribution of profits among shareholders
12. Transfer of Shares: Procedures and restrictions for share transfers
13. Duration and Termination: Company duration and conditions for dissolution
1. Advisory Board: Structure and powers of an advisory board, if established
2. Non-Competition: Restrictions on shareholders' competing activities
3. Deadlock Resolution: Procedures for resolving shareholder disputes
4. Tag-Along Rights: Rights of minority shareholders to join in sale of shares
5. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale
6. Pre-emptive Rights: Rights of existing shareholders to purchase new shares
7. Intellectual Property: Ownership and handling of company IP rights
8. Additional Capital Contributions: Rules for additional funding requirements
1. List of Shareholders: Detailed list of all shareholders with their respective shareholdings
2. Initial Business Plan: Initial business strategy and financial projections
3. Description of Non-Cash Capital Contributions: Details of any contributions made in kind rather than cash
4. Specimen Signatures: Authorized signatures of managing directors
5. Rules of Procedure for Management: Detailed guidelines for management operations
6. Distribution of Voting Rights: Detailed breakdown of voting rights if different from share distribution
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