The articles of association of a GmbH (limited liability company) are one of the most important things when founding a GmbH. The articles of association set out all the rights and obligations of the shareholders. In principle, the articles of association must have the form of a notarial deed. (§4 para 3 GmbHG)
One man - Ltd.
If a GmbH is established by a single person, one speaks of a "declaration of establishment" and not of a partnership agreement. This is the so-called one-man GmbH.
If the GmbH consists of only one shareholder, then there is the possibility to form the company in a "simplified" way. What does this mean?
If the sole shareholder is a natural person and at the same time also the sole managing director, then there are some simplifications and differences in the formation. For example, the articles of association in this case are called "Declaration of Establishment". Furthermore, the declaration of establishment does not require the form of a notarial deed. (§9a para 4 GmbHG) Also, the registration of the company with the companies register does not have to be in notarised form. (§9a para 5 GmbHG)
You can find further important information on simplified incorporation here.
Necessary content of articles of association
The legislator specifies the minimum content for the articles of association, but in practice the content is regulated much more comprehensively. Company name, registered office of the company, object of the company, amount of the share capital and the capital contribution. (§4 para 1 GmbHG)
Company - GmbH
The company name is the name of the company that is entered in the commercial register. The company name is used by the limited liability company in business dealings with other persons. It is used, for example, to conclude and sign transactions of the limited liability company. The company name can be a personal company, a company in kind or a fictitious company. The company name must contain the legal form suffix "limited liability company". It is permitted to abbreviate the name, e.g. with "GmbH" or "GesmbH". This obligatory additional designation is important so that everyone can recognise that this is a limited liability company.
Personal company means that the civil name of the entrepreneur or the shareholders is used as the company name. (e.g. Max Mustermann GmbH)
But beware! It is not allowed to use the names of non-partners for the company.
Company means that the object of the company is used as the company name. (e.g. Immobilienbewertung GmbH)
Fantasy company means that an invented fancy name is used for the company. (e.g. Schlaraffenland GmbH)
Registered office of the company - GmbH
The registered office of a GmbH is the place where the fundamental decisions of the company management are made. The registered office is where the management or administration of the GmbH takes place.1 U.Torggler in U.Torggler (ed.), GmbHG § 5 Rz 15 (§5 para 2 GmbHG)
But what does that actually mean?
The purpose of the registered office of a GmbH is to determine the location where the most important decisions are made or where the main administration of the GmbH takes place. One can think of the registered office as the main headquarters of a company, so to speak. For this reason, the place where the most important business decisions are made must be named as the registered office in the articles of association. If a company has several establishments or buildings nationwide or worldwide, it would be difficult to assign where exactly the actual seat of the GmbH is. The registered office makes it clear where the most important decisions are made. One can think of the registered office as the main headquarters of a company, so to speak.
In principle, a GmbH may have only one registered office, even if the GmbH has several permanent establishments or several office buildings distributed in different (federal) states.
The business address is to be distinguished from the registered office. In the case of the registered office, it is sufficient to indicate the political municipality. In the case of the business address, however, the specific address to which service is to be made must be indicated.
If the registered office of the GmbH is to be changed, the articles of association must be amended. The articles of association must also be amended in the event of a move to another municipality or city, because the registered office of the company is a necessary content of the articles of association. The amendment of the memorandum and articles of association must in turn be certified by a notary public. You can also do this quickly and easily online via notarity do.
Object of the company - GmbH
The object of the company is the scope of activity of the company. This determines the objectives of the company. As a rule, it determines how the company intends to make its profit.
The object of the company is important because it determines the scope and control of the directors. The broader the object of the company, the broader the room for manoeuvre. However, if the object of the company is too broad, there is a risk that too much room for manoeuvre will be created and that the company will be liable for more.
It is not permitted to use completely undefined statements as the object of the company. Furthermore, it is not sufficient to state "empty phrases" or "empty words" as the object of the company.28 Ob 48/71 NZ 1972, 222; VwGH 92/04/0271, 6 Ob 12/90 SZ 63/87, 437. For example, the term "trade in goods of all kinds" is prohibited.36 Ob 21/79 NZ 1981, 8; OLG Innsbruck 5 R 390/86 NZ 1989, 73, 74
Amount of share capital - GmbH
This is the basis for the company's assets, so to speak. For the GmbH, the minimum share capital is 35,000 euros. (§6 para 1 GmbHG) It is possible to form a GmbH with privileged formation, in which case the share capital must only amount to 10,000 euros at the time of formation. (§10b GmbHG) The articles of association must state the amount of the GmbH's share capital. However, at least 35,000 euros (or 10,000 euros in the case of a GmbH with privileged formation) must be entered in the articles of association as share capital.
Capital contribution - GmbH
The capital contribution is the share of the capital stock contributed to the GmbH by a particular shareholder. The amount of this capital contribution does not have to be the same for all shareholders, it may be different for each. It is important that the total amount of the capital contributions of all shareholders is at least 35,000 euros (or 10,000 euros in the case of a GmbH with privileged formation).
If, for example, someone wants to participate in a GmbH with 5,000 euros, this amount must be stated in the articles of association. At least half of the capital contribution is to be paid into the company account.
Voluntary Content Memorandum and Articles of Association
Further additions to the articles of association are useful, but not obligatory. You can also regulate the following on a voluntary basis:
- Duration of the company
- Business year
- Additional payments
- Management and representation
- Supervisory Board
- General Assembly
- Accounting, annual financial statements
- Appropriation of profits, distribution of profits
- Business shares
- Minority rights
- Triggering of the company
You can find out which other documents are required for the formation of a GmbH by here read up.
Articles of association Company register
The registration of the company shall be effected by entry of the memorandum and articles of association in the commercial register. (§11 GmbHG) The application must be submitted in writing in paper form or by means of electronic legal transaction (ERV) and signed by all managing directors in publicly certified form. You can find out which documents are necessary for registration in the company register by clicking here here.
Sample articles of association and company register application
Here you will find a sample company agreement and a sample company registration form from the Federal Ministry of Justice. With this sample you can easily and quickly set up a limited liability company on our website. Website online founding. We recommend entrusting the matter to a notary or lawyer if the contract is complex.
At notarity we offer the possibility to quickly and easily establish a GmbH. online to found.
Partnership agreement - Notarial deed
In the case of the formation of a GmbH, the articles of incorporation must be Notarial Deed be erected. (§4 para 3 GmbHG) The other documents must be signed with notarised signature be signed. Since 2019, it has been possible to draw up the notarial deed online using an electronic communication facility. (§69b NO) In addition, a certified power of attorney is required for signatures by authorised persons/agents.
You can download the notarial deed and the certification of signatures in full digitally via notarity unwind.
For this, you meet with a notary partner in a video conference for an online appointment on our website. The notary will then read out the articles of association and explain the exact content of the individual provisions. This ensures that each participant knows exactly what is being signed and what they are committing to.
You can easily book an appointment to form your GmbH with a notary:in here.
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