* Net price. firma.de founders receive a special price of €99- for each additional hour required.
Your company's articles of association drafted by an expert lawyer - legal services at fair prices
Services provided by CLLB Rechtsanwälte PartmbB
Legal advice + preparation of articles of association: Pro package
In addition to the services provided in both the Pro + Startup packages, you receive 1 additional hour in which your individual statutes/participation agreement is drawn up by the lawyer.
Arrangement of a separate participation agreement or shareholder agreement.
Legal advice + preparation of statutes: Startup package
In addition to the services that are part of the Basic package, you will receive 1 additional hour of legal advice from a lawyer who will also work on your articles of association with you for a further additional hour.
Model shareholders' resolution (Muster-Gesellschafterbeschluss)
Be prepared for future resolutions by your shareholders. Many changes require ordinary shareholder resolutions. This includes but is not limited to changes of managing directors, appropriation of profits, relocation of registered office, etc.
Shareholders' resolution on the appointment of managing directors
Save notary fees here as well. The resolution to appoint a candidate does not require notarisation.
List of shareholders (Gesellschafterliste)
Reduce notary costs by submitting your own shareholder list! This is a mandatory component of the articles of association and must be submitted to the commercial register (Handelsregister) together with the other incorporation documents.
Creation of special regulations
Create special provisions such as co-sale rights (tag-along) and obligations (drag-along), special co-determination and information rights through company resolutions.
Recommended additional provisions
Establish regulations that avoid disputes by clearly defining the rights and obligations of the individual shareholders, such as the distribution of profits and much more.
Legal advice + drafting of articles of association: Basic package
You will receive 1 hour of legal advice from a lawyer who will work with you for up to 2 hours to draw up your company's individual statutes.
Tailor-made to suit your individual needs
Have the memorandum and articles of association individually made to fit the particularities of your company and the needs of your shareholders.
Professional and individual advice from a corporate lawyer
Benefit from the expertise of a specialist lawyer in the corporate law field.
Meets the statutory requirements for the UG/ GmbH articles of association
Ensure that the articles of association meet the statutory requirements and avoid any refusal of registration by the Registrar of Companies (Registergericht).
Above are the lawyer's fees (plus VAT). Legal services are by CLLB Rechtsanwälte Cocron, Liebl, Leitz, Braun, Kainz, Sittner Partnerschaft mbB, Panoramastraße 1 (Alexanderplatz), 10178 Berlin. firma.de Firmenbaukasten AG doesn't provide legal advice.
The model protocol (Musterprotokoll) and the more basic statutes contain no or insufficient provisions governing the withdrawal and disposal rights of a shareholder. But, after the initial enthusiasm fades it is not uncommon for conflicts between shareholders to arise. Avoid potential conflicts in advance by agreeing to comprehensive statutes before entering into any business relationships.
Tailored and legally compliant
Have the articles of association individually adapted to the purpose and corporate structure of your company. Avoid potential shareholder conflicts by means of foresighted and unambiguous regulations.
Save time and money
Professionally drawn up statues have a higher chance of being accepted by the notary and the commercial register (Handelsregister) because they meet all statutory requirements. Moreover, articles of association that are well planned out avoid costly and time-consuming contractual amendments later down the track.
Your way to the perfect articles of association
You choose us.
You order an Articles package.
You receive comprehensive advice from a lawyer.
Your articles of association are drawn up promptly and according to your individual needs by the lawyer.
The documentation is sent to you for approval.
The notary appointment is coordinated hassle-free by firma.de.
You start your company.
For all your future legal questions you have a professional contact at CLLB.
Articles of association are the statutes of a UG or GmbH. These determine company's particulars (company name, seat, share capital etc), the rules of the game that apply within the company and to which the organs (partners, managing directors) have to adhere. However, not only the duties of the participants, but also their rights are recorded.
There are statutory basic requirements which must be included in the articles of association. However, the shareholders are relatively free with regard to the form - due to the principle of contractual freedom.
Having notarised articles of association is mandatory for both the UG and the GmbH.
Do I need an individual statute or is the model protocol (Musterprotokoll) sufficient?
A Musterprotokoll formation is inexpensive, simple and fast, but it is not suitable for every company structure.
There are certain limitations to the formation of a Musterprotokoll. A maximum of three persons may act as partners and a maximum of one managing director may be appointed. In addition, the wording of the Musterprotokoll is laid down by law and cannot be changed. For example, in the absence of a corresponding express provision, the shareholders are permitted to sell their shares to third parties at any time without the consent of the other parties involved.
If a company has only one shareholder and one managing director and the admission of further shareholders is not planned in the future, the formation with a Musterprotokoll may suffice. However, individual regulations can also be useful for one-person companies, eg the establishment of inheritance regulations.
If, however, a formation with more than three partners is planned, more than one person takes over the management, or tailor-made regulations are desired, then a statute must be established. Regulations such as succession, sales rights, information rights, non-compete obligations etc can be added or adapted. At the same time, it is possible to influence the rights and duties of the managing directors. The individual articles of association can also define a fiscal year for the entrepreneurial company that differs from the calendar year, so that the obligation to prepare the annual financial accounts (Jahresabschluss) can be postponed.
What regulations should be included in addition to the mandatory provisions?
The basic statutory components are generally not sufficient. This becomes painfully obvious in the event of a dispute between the shareholders where it becomes clear that a legal framework is important for the settlement of disputes. Therfore the following regulations are particularly recommendable:
Rules of the shareholders' meeting (incl. in Basic package)
Management rights (incl. in Basic package)
Distribution of profit and its distribution to shareholders (incl. in Basic package)
Termination of the shareholder (incl. in Basic package)
Settlement of founding costs (incl. in Basic package)
Redemption of business shares (incl. in Basic package)
Inheritance regulations (incl. in Basic package)
Announcements in the electronic Federal Gazette (incl. in Basic package)
Final provisions/severability clause (incl. in Basic package)
Family law regulation (incl. Startup package)
Shareholders' disposal rights (incl. Startup package)
Non-competition clauses (incl. Pro package)
Termination of the articles of association/liquidation (incl. Pro package)
Severance payments upon withdrawal of a shareholder (incl. Pro package)
Amount and requirements for severance payments (incl. Pro package)
In particular, if an investor has invested in a startup, it is advisable to make further provisions. These are usually recorded in your separate agreement (shareholders' agreement or participation agreement) so that they are not publicly visible in the Handelsregister (commercial register).
Is a free template contract from the internet sufficient?
The internet is full of model statutes, but they often contain only superficial regulations which may not work for your individual company. Outdated or overly rigid regulations can lead to the need for subsequent changes which in practice means additional notary and court visits - costing you time and money. Moreover, if your company's articles of association are not up to scratch, the registration of the company can also be rejected by the district judge.
It is therefore advisable to seek professional help upfront in order to avoid future troubles and to ensure that your articles of association are not only legally sound but also suitable for your company's individual circumstances.