Social Contract 2

Social Contract in Dictionary 2

Conclude the articles of association – important information about the process

If you want to conclude a partnership agreement, you should inform yourself in advance about the most important points of the process. We have summarized the most important things for you in the following lines :

Completion of the partnership agreement

As you already know, the legal forms in Germany are divided into two large groups:

On the one hand there are corporations and on the other hand there are partnerships. The most common partnerships include the civil law partnership (GbR), the open trading company (OHG) and the limited partnership (KG). The corporations primarily represent the stock corporation (AG), the limited liability company (GmbH) and the corporate company (UG). With the so-called Mini-GmbH (UG), the share capital does not have to be at least 25,000 euros as with the GmbH. Instead, € 1 per partner is sufficient. However, reserves have to be built up here and the requirements are much stricter. So-called mixed forms are also possible, such as, for example GmbH & Co. KG – It is also the most popular hybrid form.

The differences lie primarily in the obligation to conclude a partnership agreement. Finally, members of a partnership do not have to sign a partnership agreement. Only if a partner brings their own property into the company does this have to be notarized. Founders of a corporation, on the other hand, must always have their articles of association notarized, otherwise neither a GmbH, a UG or AG can be founded.

If you want or even have to conclude a partnership agreement, you should look out for a reputable lawyer specializing in contract law. Together with the expert, all important details are now discussed and contractually stipulated in a partnership agreement.

What does it cost to sign a partnership agreement?

The draft contract itself does not cost anything as long as it is drawn up by the shareholders themselves. However, if you want to take advantage of professional advice, you should take a look at the fees in the billing tables for lawyers and tax consultants. If in doubt, it is best to ask beforehand how much the bill will be.

Where is the articles of association deposited?

In the case of an informal partnership agreement, the responsibility of the secure archiving lies in the hands of the shareholders. Normally every partner should have a articles of association. The whole thing looks a little different with a notarized articles of association, because every document is entered in the document roll to be kept for 100 years. In addition, the certificate is included as a document in a collection of documents.

When can the articles of association be viewed?

After the share capital has been paid in, it is entered in the commercial register. However, the duration of the entry can hardly be influenced, so it can take from five days to several weeks before the articles of association can be viewed.

Change of articles of association – is that possible?

Occasionally, with the continued existence of a company, circumstances arise that make an adjustment to the existing articles of association necessary. Changes can therefore be made without any problems . Often the following new regulations have to be made:

New shareholders join

This is especially true of start-ups, because they often look for investors or want to get new strategic partners on board. So new shareholders are anything but unusual. But of course this change has to be taken into account in the social contract.

Change in share capital> capital increase

In the course of new shareholders, fresh capital often comes into the company. This not only changes the actual share capital, but also the shares allotted to the shareholders.

Business purpose is changed

A change in business activity must also be recorded in the articles of association.

New seat

If the company headquarters are relocated, this change must also be taken into account in the existing articles of association.

Worth knowing

Changes to the articles of association must always be resolved by a general meeting with the necessary majorities. In addition to a notarial certification, a report is also made to the commercial register. Even if such changes require a certain amount of effort, new circumstances should always be kept in mind and adjusted if necessary.


  • The articles of association lays down the legal basis of the founding company
  • When founding a company, legal requirements must also be complied with
  • The articles of association regulate the internal and external relations of the company
  • In the internal relationship, the relationship between the shareholders and the management is regulated.
  • In the external relationship, the relationship between the company and third parties is regulated
  • The content of the articles of association can be freely chosen, but must comply with existing law
  • A social contract can be annulled if it contains small parts that can be annulled. To prevent this from happening, there is the so-called * severability clause – it protects against fundamental nullity in the contract.

* The severability clause can be found in every contract. The term “salvatorius” comes from Latin and means something like preserving and preserving. The severability clause is there to regulate the legal consequences that should occur if individual components of the contract prove to be ineffective. This provision is intended to ensure that the company’s success is maintained. The severability clause protects the entire contractual agreement from fundamental nullity. The clause is often at the end of the contract. In many cases it is also listed under the point of the final provisions.

Social Contract 2