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LLC Articles Of Organization Form Template for Germany

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Key Requirements PROMPT example:

LLC Articles Of Organization Form

"I need an LLC Articles of Organization Form for a technology startup GmbH to be established in Berlin in March 2025, with two founding shareholders contributing equal shares of €30,000 each, and including provisions for future venture capital investment."

Document background
The LLC Articles of Organization Form (GmbH-Gesellschaftsvertrag) is a mandatory legal document required when establishing a GmbH (Gesellschaft mit beschränkter Haftung) in Germany. This document must be created during the company formation process and requires notarization before it can be registered with the German Commercial Register (Handelsregister). It establishes the fundamental framework for the company's operation, including details about share capital (minimum €25,000), shareholder rights and obligations, management structure, and corporate purpose. The document must comply with German corporate law, particularly the GmbH-Gesetz, and serves as the primary reference point for resolving corporate governance issues throughout the company's lifetime. It's essential for any business seeking to establish a limited liability presence in Germany and provides the legal foundation for the company's operations, shareholder relationships, and management structure.
Suggested Sections

1. Article 1 - Company Name and Registered Office: Specifies the legal name of the GmbH and its registered office location in Germany

2. Article 2 - Corporate Purpose: Defines the business objectives and activities of the company

3. Article 3 - Share Capital and Contributions: States the amount of share capital (minimum €25,000) and details of shareholders' contributions

4. Article 4 - Shareholders: Lists the founding shareholders and their respective shareholdings

5. Article 5 - Business Year and Duration: Defines the fiscal year and duration of the company (usually unlimited)

6. Article 6 - Management and Representation: Outlines the appointment, removal, and powers of managing directors (³Ò±ð²õ³¦³óä´Ú³Ù²õ´Úü³ó°ù±ð°ù)

7. Article 7 - Shareholders' Meeting: Details the procedures for convening and conducting shareholders' meetings

8. Article 8 - Resolutions: Specifies voting rights and majority requirements for various types of decisions

9. Article 9 - Annual Financial Statements: Establishes requirements for accounting, financial statements, and profit distribution

Optional Sections

1. Article 10 - Advisory Board: Optional provision for establishing an advisory board (Beirat) - included when the company wants additional oversight

2. Article 11 - Non-Competition: Restrictions on shareholders' competing activities - included when shareholders should be prevented from competing

3. Article 12 - Inheritance and Succession: Special provisions for handling shares in case of shareholder death - included for family businesses or when specific succession rules are needed

4. Article 13 - Tag-Along/Drag-Along Rights: Special share transfer provisions - included when shareholders want specific exit rights

5. Article 14 - Mediation and Dispute Resolution: Alternative dispute resolution procedures - included when shareholders want to avoid court proceedings

Suggested Schedules

1. Schedule 1 - Initial Shareholders and Shareholdings: Detailed list of founding shareholders with their personal information and initial capital contributions

2. Schedule 2 - Sample Shareholders' Resolution Templates: Standard templates for common shareholders' resolutions

3. Schedule 3 - Managing Directors' Rules of Procedure: Detailed guidelines for managing directors' duties and responsibilities

4. Schedule 4 - Specimen Signatures: Official signature specimens of initial managing directors

5. Appendix A - Definitions: Detailed definitions of terms used throughout the Articles of Organization

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Financial Services

Construction

Hospitality

E-commerce

Consulting

Energy

Agriculture

Transportation

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Tax

Compliance

Corporate Secretariat

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Tax Advisor

Company Formation Specialist

Compliance Officer

Corporate Governance Officer

Business Owner

Entrepreneur

Board Member

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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