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Startup Articles Of Incorporation
"I need Startup Articles of Incorporation for a German GmbH technology company launching in March 2025, with provisions for employee stock options and international subsidiary operations in the US and UK."
1. Parties: Identification of all founding shareholders (Gründungsgesellschafter) with their full names, addresses, and professions
2. Background: Context of the company formation and general business purpose
3. Definitions: Key terms used throughout the document
4. Company Name and Registered Office: Official company name (Firma) and registered office location (Sitz der Gesellschaft)
5. Corporate Purpose: Detailed description of the company's business activities and objectives (Unternehmensgegenstand)
6. Share Capital: Amount of registered share capital (Stammkapital) and initial contributions of each shareholder
7. Shareholders and Shares: Details of share distribution, share numbers, and nominal values
8. Management: Appointment, removal, and powers of managing directors (Geschäftsführer)
9. Shareholders' Meeting: Rules for convening and conducting shareholders' meetings, voting rights, and resolutions
10. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting
11. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
12. Term and Termination: Duration of the company and conditions for dissolution
1. Advisory Board: Rules for establishing and operating an advisory board, used when the startup wants additional oversight or expertise
2. Drag-Along Rights: Provisions forcing minority shareholders to join in the sale of shares, important for future exit scenarios
3. Tag-Along Rights: Rights of minority shareholders to join in share sales on same terms, protecting minority interests
4. Anti-Dilution Protection: Provisions protecting initial investors from equity dilution in future funding rounds
5. Vesting Provisions: Schedule and conditions for share vesting, typically used for founder and employee shares
6. Non-Competition: Restrictions on shareholders' involvement in competing businesses
7. Intellectual Property Rights: Special provisions regarding IP ownership and transfer, crucial for technology startups
8. Virtual Stock Option Program: Framework for implementing virtual stock options, used when planning employee incentive schemes
1. List of Shareholders: Detailed registry of all shareholders with their respective shareholdings and contribution amounts
2. Initial Business Plan: Overview of company's initial business strategy and financial projections
3. Specimen Signatures: Official signatures of managing directors and other authorized representatives
4. Contribution Schedule: Detailed schedule of how and when share capital contributions will be made
5. Managing Directors' Service Agreements: Terms of employment for managing directors
6. IP Transfer Agreements: Documents transferring relevant IP rights to the company
7. Rules of Procedure for Management: Detailed guidelines for management operations and decision-making processes
Authors
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Professional Services
Retail
Software Development
Biotechnology
Clean Technology
Digital Media
Education Technology
Food and Beverage
Real Estate
Transportation and Logistics
Legal
Executive Leadership
Corporate Governance
Finance
Operations
Compliance
Corporate Development
Administrative
Risk Management
Chief Executive Officer
Founder
Co-Founder
Managing Director
Chief Legal Officer
General Counsel
Corporate Lawyer
Company Secretary
Chief Financial Officer
Head of Operations
Compliance Officer
Board Member
Legal Counsel
Investment Manager
Corporate Development Manager
Venture Capital Associate
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