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Memorandum Of Incorporation

Memorandum Of Incorporation Template for Germany

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Key Requirements PROMPT example:

Memorandum Of Incorporation

"I need a Memorandum of Incorporation for a new German GmbH tech startup with three founding shareholders, planned share capital of €25,000, focusing on software development and AI consulting, to be incorporated by March 2025."

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Document background
The Memorandum of Incorporation is a crucial document required for establishing a company under German law. It must be executed before a German notary and filed with the Commercial Register (Handelsregister) to formally incorporate the company. This document outlines the fundamental aspects of the company's existence, including its structure, governance, and operational framework. It serves as the company's constitution and is particularly important in the German legal system, where corporate governance is highly regulated. The document must comply with various German corporate laws and regulations, including the Handelsgesetzbuch (HGB) and specific company law acts. It forms the basis for all future corporate actions and decisions, making it essential for both initial company formation and ongoing corporate governance.
Suggested Sections

1. Company Name and Legal Form: Specification of the company's name and legal form (GmbH or AG)

2. Registered Office: Location of the company's registered office and business address

3. Corporate Purpose: Detailed description of the company's business objectives and permitted activities

4. Share Capital: Amount of share capital and division into shares/participation units

5. Shareholders: Details of initial shareholders and their respective shareholdings

6. Management: Structure and powers of management, appointment and removal of managing directors

7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

8. Financial Year and Accounting: Definition of financial year and basic accounting requirements

9. Transfer of Shares: Rules and restrictions regarding the transfer of shares

10. Dissolution and Liquidation: Procedures for company dissolution and liquidation

Optional Sections

1. Supervisory Board: Required for AGs and larger GmbHs; defines composition and functions of the supervisory board

2. Advisory Board: Optional for private companies wanting additional governance structure

3. Profit Distribution: Specific rules for dividend distribution if different from statutory provisions

4. Non-Competition: Restrictions on shareholders' competing activities

5. Tag-Along Rights: Protection for minority shareholders in case of share sales

6. Drag-Along Rights: Majority shareholders' right to force minority shareholders to join in share sales

7. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks

Suggested Schedules

1. Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial capital contributions

2. Sample Share Certificate: Template for share certificates if physical certificates are to be issued

3. Management Rules: Detailed procedures for management operations and decision-making

4. Shareholder Meeting Procedures: Detailed procedures for conducting shareholder meetings

5. Authorized Signatories: List of persons authorized to sign on behalf of the company

6. Corporate Governance Guidelines: Detailed governance procedures and policies

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Legal Services

Corporate Services

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Energy

Transportation

Construction

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Administrative

Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Board Member

Chief Legal Officer

Corporate Governance Officer

Business Development Manager

Chief Financial Officer

Legal Administrator

Corporate Services Manager

Registration Agent

Notary Public

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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