Support for company formations and drafting of articles of association
The choice of legal form and well-considered articles of association lay the foundation for the shareholders’ future cooperation. We support you from the initial considerations through to registration and prepare the notarial recording.
The key points at a glance
Choice of legal form
Whether GmbH, UG (haftungsbeschränkt), GmbH & Co. KG, general partnership or civil-law partnership – the legal forms differ above all in terms of liability, capital requirements, formalities and flexibility. Since the 2024 reform of partnership law, a civil-law partnership (GbR) may also be entered in a partnership register. Tax consequences should always be assessed in consultation with your tax adviser.
Formal requirements on formation
The articles of association of a GmbH must be notarially recorded. The company comes into existence as such only upon entry in the commercial register. Until then, those acting on its behalf may be personally liable. Partnerships can, in principle, be formed without any formalities, but a written agreement is nonetheless strongly recommended.
Content of the articles of association
For many matters, the law contains only default rules, which rarely suit the specific circumstances. Of particular importance are provisions on shareholdings, voting rights, management, profit distribution, non-competition and the transfer and inheritance of shares.
Provision for disputes and departure
Clauses on termination, exclusion, redemption of shares and compensation often determine the outcome of a later dispute. Restrictions on compensation are effective only within the limits established by the case law and should therefore be drafted with care.
How we proceed
In an initial meeting, we establish your plans, the parties involved and their interests, and explain the legal forms that may be suitable.
We draft the articles of association, the managing director’s service agreement and, where appropriate, a shareholders’ agreement, and coordinate the drafts with all parties involved.
We prepare the documents for the notary appointment and the application for registration, and support you until the company is registered.
Frequently asked questions
Do you also handle the notarial recording?
No, the notarial recording is carried out by a notary of your choice. We are responsible for the substance and preparation of the agreements and, if you wish, liaise directly with the notary’s office.
Do we need a further agreement in addition to the articles of association?
An additional shareholders’ agreement is often advisable, for example for provisions that should not be publicly accessible in the commercial register. Whether and to what extent this is appropriate depends on the individual case.
Your contact
Talk to us.
Gewürzmühlstraße 5 · 80538 Munich