Articles of association (Gesellschaftsvertrag)
Also: Gesellschaftsvertrag, Satzung, partnership agreement, statutes
In short
The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.
Articles of association (Gesellschaftsvertrag) explained
For a GmbH and UG, the law prescribes minimum content: company name and registered office, corporate purpose, the amount of the share capital and the number and nominal amounts of the shares each shareholder takes (Sec. 3 (1) GmbHG). With up to three shareholders and one managing director, the model protocol is possible instead. A GbR agreement can even be concluded orally, but requires a particular form if, for example, it provides for the contribution of real estate (Sec. 311b (1) BGB). A written agreement regulates what the statute otherwise often prescribes unsuitably: profit distribution, management, withdrawal, compensation and succession. For a GmbH and UG, changes are amendments to the articles of association before a notary.
