The Letter of Incorporation (Gr眉ndungsurkunde) is a mandatory document required for establishing a new company in Germany. It serves as the foundational document that formally creates the legal entity and must be executed before a German notary public. This document is used when founders wish to establish a new company and need to comply with German corporate law requirements. The Letter of Incorporation includes crucial information such as the company's name, purpose, registered office, share capital, shareholder details, and management structure. It must be submitted to the Commercial Register along with supporting documentation such as the Articles of Association, proof of capital contribution, and other required attachments. The document's content and format are strictly regulated by German corporate law, particularly the Commercial Code (HGB) and either the Limited Liability Companies Act (GmbH-Gesetz) or Stock Corporation Act (AktG), depending on the chosen company form.
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1. Opening Address and Date: Official letterhead, date, and address of the relevant commercial register
2. Company Details: Full legal name of the company, registered address, purpose of business, and fiscal year
3. Share Capital: Declaration of initial share capital and its distribution
4. Founder Information: Complete details of all founding shareholders including names, addresses, and their respective shareholdings
5. Management Structure: Appointment of initial managing directors (Gesch盲ftsf眉hrer) and their powers
6. Legal Declarations: Mandatory legal statements confirming compliance with German company law requirements
7. Notarization Statement: Formal statement for notarial authentication as required by German law
1. Additional Corporate Governance Rules: Special provisions for management and shareholder decision-making, used when deviating from statutory defaults
2. Supervisory Board Establishment: Required if establishing a supervisory board, either voluntarily or due to size requirements
3. Special Rights and Obligations: Any specific rights or obligations assigned to particular shareholders or classes of shares
4. Non-Cash Contributions: Detailed description of any contributions in kind (Sacheinlagen), if applicable
1. Articles of Association: Detailed company statute (Gesellschaftsvertrag) defining internal regulations and procedures
2. Bank Confirmation: Proof of capital deposit into company bank account
3. Specimen Signatures: Notarized signature specimens of appointed managing directors
4. Business Plan: If required by specific circumstances or requested by the commercial register
5. Valuation Reports: For non-cash contributions, independent expert valuations of contributed assets
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