To register a company with the German Companies Registry, a company must prepare specific documents, including the memorandum and articles of association. The memorandum of association provides the details of the agreement between shareholders to establish a company, and the articles of association outline the rules under which the company is formed. These documents must be notarized to be considered valid. At Schlun & Elseven Rechtsanwälte, our lawyers will examine your documents and ensure they follow the specified requirements.
For the articles of association of a German company to be valid, they need to contain specific information; however, they also include details regarding the company’s internal procedures. The internal rules of the company within the articles of association should incorporate elements regarding share capital alterations, the management of shareholding changes, the obligations of the shareholders, and the procedure for appointing and dismissing directors. Shareholder disputes often arise when there is a lack of clarity within the company’s bylaws and regulations. Carefully drafted articles of association by experienced lawyers can prevent costly legal conflicts.
Within the articles of association, the company outlines the business objective, the scope of the managing director’s power of attorney or the shareholders’ contribution obligations, and the company’s business name and legal address.
At Schlun & Elseven Rechtsanwälte, our German corporate law specialists advise GmbHs and UGs of all sizes in matters of the following:
- Drafting the articles and memorandums of association,
- Reviewing the articles of association and individual contractual clauses,
- Enforcement of claims under the articles of association and defence of shareholders in shareholder disputes,
- Amending the articles of association in cases of restructuring, mergers and succession,
Contact us directly to benefit from our services.