What does the articles of association say? Here you will find an overview.

There are many ways in which the articles of association can be structured. If you meet the requirements, you can also use a so-called standard record. The standard record is a simplified document that regulates the necessary framework conditions for the foundation. The disadvantage is that you have no scope for individual regulations on the rights and obligations of the shareholders. So if you want to set up a more complex UG, it is advisable to formulate individual articles of association with the help of a lawyer.

You can find an overview of the information contained in these articles of association here:

The UG articles of association usually contain all the necessary information on the structure of the UG.

These are:

• The company name of the UG
• The registered office of the UG
• Determination of the object of the company
• Information from the shareholders
• The amount of the share capital
• Information on the amount of the share capital and the shareholders’ shares

The organisation and representation within the UG is of great importance for the trading business. Therefore, the necessary regulations should be made to ensure the functionality of the UG.

These include:

• The planned duration of the company (if this is only planned for a certain period)
• Definition of the financial year of the UG
• Regulations on the bodies of the company (shareholders’ meeting, management and their representation)

The shareholders’ agreement should contain individual provisions on the rights and obligations of the shareholders.

These concern:

• Regulations on shareholder resolutions
• Regulations for the shareholders’ meeting: Convening, quorum, voting rights, minute taker
• Annual financial statements
• Profit and loss distribution, distribution of profits and formation of reserves
• Sale of shares (with several shareholders)
• Regulations on termination and notice periods for shareholders
• Compensation claims of shareholders and managing directors
• Departure of a shareholder due to illness or death
• Regulations on the matrimonial property regime of the partners

You can use a template as an alternative to the individually formulated UG articles of association. The so-called standard record simplifies and accelerates the formation process. Due to standardisation, the notary fees are also lower. The disadvantage, however, is that it is not possible to deviate from the formulations of the standard record, so that there is no freedom of design, especially for more complex UG companies.

The standard record can only be used if:

• only one to three shareholders are intended for the UG
• there should be a maximum of one managing director
• the financial year corresponds to the calendar year

The articles of association are the centrepiece of a successful UG formation. It not only sets out the legal framework, but also regulates the internal structures and responsibilities of the shareholders and management. Whether you use the standardised sample protocol or draw up individual articles of association, the agreement ensures smooth operations and the legal basis for your company. With solid planning and legal advice, you lay the foundation for the legally compliant and efficient formation of your UG.