Articles of Association/Bylaws in Germany

Incorporating a company in Germany

All legal entities are required to register with the German Companies Registry. Before registration a company must prepare certain documents among which the memorandum and articles of association. While the memorandum of association of a German company represents the agreement between shareholders to establish a company, the articles of association establish the regulations under which the company is formed. In Germany, both memorandum and articles of association must be notarized.

In order to save time, you may rely on our German lawyers for drafting and notarizing the articles of association for your company.

The bylaws of German companies

The articles of association of a German company are required to contain certain provisions, but may also contain certain conditions established by the shareholders for the good functioning of the company. The following information must be contained by a company’s articles of association, according to the German Commercial Code:

• - the business name of the company,
• - the company’s legal address,
• - the company’s objects,
• - the company’s share capital and the nominal value if the shareholders’ contributions.

Limited liability companies in Germany are required to have a minimum share capital of 25,000 euros which may be subscribed in cash or in kind. The articles of association must contain information about any additional amount exceeding the minimum share capital and its subscription.

Additional information to a company’s articles of association in Germany

The articles of association of a German company may contain additional information from the beginning or they may be amended in case of share capital alterations, management of shareholding changes.  Also, if a company is established under certain circumstances or the shareholders have other obligations towards the company than those established by the law, the articles of association must contain all this information.

A company’s bylaws will also contain provisions about the appointment and dismissal of the German company directors. The allotment of shares is also established in the articles of association.

For complete information about the legal requirements for company registration please contact our lawyers in Germany.