Articles of association

For establishing a limited liability company (GmbH), Articles of association in the form of a notarial deed must generally be drawn up. In the case of a single-member company, where the sole shareholder is also the sole managing director, also a simplified formation (without the involvement of a notary) is possible.

If the limited liability company is established by only one person, the Articles of association are called "declaration on the establishment of a company". The provisions for the Articles of association apply mutatis mutandis to the declaration on the establishment of the company.

The following points must be included in the Articles of association when establishing a limited liability company:

  • Company name and registered office
  • The object of the company
  • Amount of share capital
  • Amount of the respective share capital contributions

It could make sense to supplement the articles of association with optional provisions:

  • Making use of the start-up privilege
  • Divisibility and/or restriction on transferability
  • Sale of shares
  • The obligation of shareholders to make additional contributions
  • Duration of the company
  • Financial year
  • Management and representation
  • Adopting resolutions (modalities, majority)
  • Distributing profits or losses
  • Arrangements for the death of a shareholder
  • Arrangements for the withdrawal of a shareholder
  • Dissolution of the company

Legal basis

GmbH-Gesetz (GmbHG)

Translated by the Federal Ministry of Justice
Last update: 18 June 2021

Responsible for the content: Federal Ministry of Justice