Social contract

The articles of association of a company - regardless of whether it is a corporation or a partnership - regulate in particular the relationships between the shareholders and in relation to the company. In addition to determining the purpose of the company, the articles of association also lay down various principles for the main legal relationships in order to specify the rights and obligations of the management and shareholders; disputes can be prevented through specific and individual agreements.

Depending on the legal form of the company, there are different content and formal requirements for the articles of association. In the case of partnerships, such as a GbR, KG or OHG, the conclusion of the partnership agreement is not subject to any statutory formal requirements; these can be founded without a written partnership agreement. Although there are no specific formal requirements, it is always advisable to draw up the articles of association in writing. In the case of corporations, such as the GmbH or the AG, the articles of association must be drawn up in writing and notarised.

In addition to the minimum requirements for the content of the articles of association, some of which are standardised by law, there is a great deal of freedom in terms of content. However, this is often limited in its scope by case law. In addition to the minimum information, it is always advisable to include provisions for the distribution of profits and losses, the powers of the management, the convening of the shareholders' meeting, the withdrawal of a shareholder, any severance payments, disposals of shares or the dissolution of the company.

We will be happy to advise you on the formation and drafting of articles of association.