The articles of association are often also referred to as the articles of association, because they regulate the legal basis of a company.
Definition
The contractual legal basis of a company is regulated in a partnership agreement. Only through him does a society arise. Basically, this means nothing else than that with the conclusion of a partnership agreement, mutual rights and obligations arise among the shareholders. They hereby undertake to achieve a common purpose. How the respective purpose is to be promoted is regulated in the articles of association. Here not only the subject, but also the scope of the pursuit of equal interests are determined. This procedure turns the mere social network into a real organization.
Who has to draw up a articles of association?
Basically, almost every company, be it a GmbH, AG or UG, needs a partnership agreement, because otherwise it can neither arise nor act in legal transactions.
Why is it important to conclude a social contract?
A partnership agreement regulates all rights and obligations of companies. It also serves as a reliable basis for business decisions. The written conclusion regulates the cooperation between the partners. Verbal agreements are legally sufficient for partnerships. Despite all of this, it makes perfect sense to create a written version of the agreement, because in this way you can fall back on a written basis for decision-making in the event of a dispute. In addition, as already mentioned, the legislature provides for a notarized partnership agreement for some legal forms anyway.
Content of the articles of association – what should the contract contain?
If the company is to come into existence, the following content , which is independent of the legal form, must be regulated in the articles of association:
- The definition of a common purpose is indispensable, because this represents the central element of every society. Depending on which project the society is to realize, the content of the purpose can be very different.
- Internal relationship of the shareholders
- External relationship of the shareholders
- Seat of the company
- Duration of the company
- Contributions and capital shares of the shareholders
- Management and representation
- Profit and loss sharing
- Right to vote
- Reasons for dissolution
- Succession arrangements
- Furthermore, funding obligations must also be specified. This is understood to mean the means by which the intended corporate purpose is to be achieved by the individual shareholders.
In addition, there are a large number of special and necessary provisions for the individual types of company. We will show you these below.
Company agreement GmbH = articles of association
The mandatory components of a GmbH’s articles of association are:
- Business purpose of the company
- Company name and seat of the company
- Amount of the paid-in share capital (at least 25,000 euros)
- The number and nominal amounts of the shares that each partner takes over.
Social contract GbR
The formal requirements for a GbR are quite low, which is why a Gbr. Partnership agreement can be easily concluded verbally, just like with other partnerships.
Tip!
In addition to a partnership agreement, there are other points that you should consider when setting up a GbR. You can find out which ones are here!
Articles of association OHG or KG
Since the general partnership is also a partnership, an oral conclusion of a partnership agreement is also considered legal here.
The same applies to the limited partnership ( KG ), because here, too, the written issue of a partnership agreement is not mandatory. As a result, there are no fixed content regulations.
Silent Society
A silent partnership arises when a natural or legal person participates in the business of another with a capital contribution. The incorporation and the articles of association are not bound to any particular form. An entry in the commercial register is also not required, because this is a partnership.
Partner company
In the case of a partner company, one does not speak of a corporate but of a partnership contract. Such a contract must contain the following information:
- Name of the partnership
- Seat of the partnership
- First name, surname, place of residence and the practiced occupation (applies to each partner)
- Subject of the partnership
AG or KG AA = articles of association
The mandatory components of an AG’s articles of association are:
- Information about the founders
- Business purpose of the company
- Company name and seat of the company
- Amount of share capital (at least 50,000 euros)
- For par value shares, the par value
- In the case of no-par shares, the number and the issue price
- If there are several classes of shares, the class and number of shares are required
- Regulations on the type of share issue
- Management board, supervisory board and general meeting
- The number of board members
- Provisions on the form of announcement by the company
Social contract pattern
There are numerous social contract models for a wide variety of corporate forms on the Internet . Often the samples and templates are free. However, since every company has different claims, regulations and ownership structures, it is better to refrain from standardized social contract models and templates. Most people do not set up a company every day, so it is extremely difficult to research exactly which information belongs in a contract and which does not.
Therefore, you should definitely consult a lawyer specializing in contract law, because he can help you draw up a partnership agreement. Based on his experience, a lawyer knows exactly what needs to be taken into account and what should be avoided as much as possible.
