The Memorandum and Articles of Incorporation serves as the fundamental constitutional document for companies establishing themselves under German law. This document is required when forming any corporate entity in Germany, whether it's a GmbH (limited liability company) or an AG (stock corporation). It must be executed before a German notary public and filed with the commercial register (Handelsregister). The document contains essential information about the company's structure, including share capital, management organization, shareholder rights, and corporate governance rules. It must comply with strict German legal requirements and serves as the primary reference point for resolving corporate governance issues throughout the company's lifetime. The Memorandum and Articles of Incorporation is particularly crucial as it sets the foundation for all future corporate actions and decisions.
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1. Company Name and Registered Office: Legal name of the company, registered address, and additional business locations if any
2. Purpose of the Company: Detailed description of the company's business objectives and permitted activities
3. Share Capital and Contributions: Amount of share capital, division of shares, and details of contributions (cash or in-kind)
4. Shareholders: Identity of founding shareholders and their respective shareholdings
5. Management and Representation: Structure and powers of management, appointment and removal procedures, representation rules
6. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights, and decision-making processes
7. Financial Year and Annual Accounts: Definition of financial year, rules for accounting and profit distribution
8. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
9. Termination and Liquidation: Provisions for company dissolution, liquidation procedures, and distribution of assets
1. Supervisory Board: Required for AGs and larger GmbHs subject to co-determination laws; defines composition and powers of the supervisory board
2. Advisory Board: Optional for GmbHs wanting additional governance structure; defines role and composition of advisory board
3. Non-Competition Clause: Restrictions on shareholders' and managers' involvement in competing businesses
4. Inheritance Provisions: Special rules for handling shares in case of shareholder death
5. Tag-Along/Drag-Along Rights: Special share transfer rights for minority/majority protection
6. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
7. Profit Distribution Rules: Specific rules for dividend distribution beyond statutory requirements
1. List of Shareholders: Detailed register of shareholders with their personal/corporate information and shareholdings
2. Contribution Schedule: Detailed description of all initial contributions, especially for in-kind contributions
3. Management Rules of Procedure: Detailed internal rules for management operations and decision-making
4. Specimen Signatures: Official signature specimens of authorized representatives
5. Description of In-Kind Contributions: Detailed description and valuation of any non-cash contributions
6. Share Transfer Restrictions: Detailed procedures and requirements for share transfers
7. Corporate Governance Guidelines: Detailed governance procedures and compliance requirements
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