Which regulations should definitely be included in the articles of association of a GmbH?
March 22, 2023 | 40,00 EUR | answered by Chloé Schmitt
Dear corporate lawyer,
My name is Heike Binder and I am a co-founder of a newly established GmbH. We have already created an articles of association, but we are not sure if it contains all necessary provisions. We want to ensure that all important aspects are covered to avoid potential conflicts in the future.
Currently, the articles of association mainly regulate the shares of the shareholders, the management of the company, and the distribution of profits. We have also included provisions regarding decision-making and the convening of shareholder meetings. However, we are unsure if we have made sufficient provisions regarding the liability of the shareholders, the authority of the management, or the contribution of assets.
My concerns mainly lie in the possibility that we may have overlooked important provisions that could lead to problems in case of disputes or changes in the company. Therefore, I would like to hear from you which provisions should absolutely be included in the articles of association of a GmbH to cover all relevant aspects and create a solid legal foundation.
I look forward to your expertise and possible suggestions for adjusting and completing our articles of association accordingly.
Thank you in advance.
Sincerely,
Heike Binder
Dear Mrs. Binder,
Thank you for your inquiry and interest in establishing a solid legal foundation for your newly founded GmbH. It is very important that the articles of association cover all relevant aspects to avoid potential conflicts in the future. A well-drafted articles of association is the basis for a successful and long-term cooperation between the shareholders.
It is understandable that you are concerned about whether all important regulations are included in your articles of association. In addition to the regulations already mentioned regarding shares, management, profit distribution, and decision-making, there are other important points that should be regulated in the articles of association of a GmbH.
Firstly, it is important to include regulations regarding the liability of the shareholders. Normally, the shareholders of a GmbH are only liable with their contributions, but there may be cases where extended liability is agreed upon. It is advisable to clearly regulate this in the articles of association to avoid misunderstandings.
Furthermore, regulations regarding management authority should be established. It is important to determine who is authorized to represent the company externally and which decisions can be made by which bodies. Regulations regarding the contribution of assets are also important to ensure that such contributions are made properly.
Other important points that should be regulated in the articles of association include regulations regarding management and representation authority, profit distribution and allocation, admission of new shareholders, or withdrawal of shareholders.
To adjust and complete your articles of association accordingly, I recommend you to contact an experienced attorney specializing in corporate law. They can review your existing contract and suggest additions or adjustments to create a solid legal foundation.
I hope that this information was helpful to you and I am available for further questions.
Best regards,
Chloé Schmitt
Attorney specializing in corporate law
