Essential Information in the Articles of Association of a GmbH in Germany

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1.      Company Name and Registered Office: The exact company name of the GmbH and the registered office of the main place of business must be clearly stated in theArticles of Association.

2.      Shareholders: The names and addresses of all shareholders who will establish and operate theGmbH should be documented in the contract.

3.      ShareCapital: The share capital that shareholders are required to contribute for theestablishment of the GmbH must be specified in the Articles of Association.

4.      Purposeof the Company: The purpose of the GmbH, i.e., the intended businessactivities, should be clearly and precisely formulated.

5.      Managementand Representation: The regulations regarding the management of the company andthe authority to represent the GmbH to third parties must be defined in thecontract.

6.      Shareholders'Meeting and Decision-Making: The Articles of Association should includeprovisions on the shareholders' meeting and the required majorities for decision-making.

7.      ProfitDistribution and Loss Assumption: The distribution of profits and theassumption of losses among shareholders should be regulated in the contract.

8.      Durationof the Company: The period for which the GmbH is established (indefinite or aspecific period) should be indicated in the Articles of Association.

9.      SpecialProvisions: The contract may also contain specific special provisions regardingthe relationship between shareholders or certain business conditions.

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It is of paramount importance that the Articles of Association of a GmbH are carefullydrafted and legally sound to avoid potential legal issues.

Please notethat seeking professional legal advice is essential when establishing a companyto ensure compliance with all legal requirements.

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