UG Gesellschaftsvertrag: The articles of association of Germany's entrepreneurial company

Are you setting up a UG? Then this article all about the Gesellschaftsvertrag (articles of association/shareholder agreement) is for you.

Since 2012, we’ve seen all the pitfalls of starting a business in Germany. A common mistake is not tailoring a company’s articles of association to its individual needs. We can help you avoid this easily.

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Contents

Why do I need articles of association?
What do the articles of association contain?
Gesellschaftsvertrag vs Musterprotokoll
When do you need articles of association?

Why do I need articles of association when forming a UG?

For incorporated companies such as the ‘GmbH’ or the ‘UG (haftungsbeschränkt)’, getting its articles of association notarised is mandatory before entry into the Handelsregister (commercial register). The articles of association (also known as the partnership agreement) regulate the rights and responsibilities of the partners. Articles of association should always be tailored to the actual situation of the partners and their goals.

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Andreas Munck

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Together with the articles of association, you have to create a shareholders’ list. According to § 40 Paragraph 1 of the GmbH Act, the list of shareholders must contain the following information for each shareholder:

Legal name
Dates of birth
Places of residence
The nominal amount and the sequential number of each company share belonging to the shareholder
Total percentage of the share capital that the shareholder owns

Founders often assume that this list must be drawn up by a notary. However, as this is a straightforward task, you do it yourself and save costs. You can find more info about the shareholders’ list including a sample template here.

What do the articles of association of a UG contain?

Of course, there are endless possibilities as to how you can draft your UG’s articles of association. Bear in mind that all aspects that you do not regulate specifically are by default governed by the provisions of the GmbH Act.

Basic data of the UG

Organisation and representation

Duration of the company, if the company is going to be incorporated for a limited period
The exact definition of the financial year of the UG
Governing bodies of the company:
- Gesellschaftsversammlung (shareholders’ meeting/general meeting)
- Management and representation rights and responsibilities of the managing director

Rights and duties

Conditions of a shareholders’ resolution (Gesellschafterbeschluss)
Regulations on the shareholders’ meeting: convening, quorum, voting rights, minute taker
Rules on the annual accounts (Jahresabschluss)
Profit and loss distribution, dividend payout and creation of reserves
Sale of shares (in the case of multiple shareholders)
Termination and notice periods for shareholders
Severance claims of a shareholder on leaving the company
Withdrawal of a shareholder due to illness or death
Regulations on the matrimonial property regime of the partners

Are you protected from shareholder disputes?

Differences between the Gesellschaftsvertrag & Musterprotokoll

For UG founders there is an alternative to the Gesellschaftsvertrag (articles of association): the Musterprotokoll.

The Musterprotokoll simplifies and speeds up the formation of a UG because all the articles of association are ready-made. Plus it combines several documents and therefore saves notary fees.

However, you cannot alter the standardised documents in any way. If you want to change or add provisions, you can only draft individual articles of association. UG founders can only use the Musterprotokoll if the following conditions are met:

At least one and at most three shareholders
A maximum of one managing director
No additional provisions or amendments that differ from the template
The company’s financial year is the same as the calendar year

Here are some more details about the differences between a UG formation with the articles of association/statutes and the Musterprotokoll.

When do you need customised articles of association for your UG?

As soon as you want anything different from the Musterprotokoll template, you have to draft individual articles of association. Separate regulations can concern all the areas listed above. You can have articles of association drawn up individually to suit your needs with the help of a lawyer.

Also, bear in mind all changes to the founding documents must be notarised. The following events require the drafting or amendment of articles of association for the UG:

New shareholders (ie, fresh investors or business partners)
Capital increases
Change of registered office
Change in the company objective (Unternehmensgegenstand)

NB. Always get legal help to draw up contracts or articles of association. Having a legally watertight agreement will save you from a world of pain if the unexpected happens.

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Andreas Munck

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Got questions about setting up a business in Germany?

Startup expert
10+ years experience

Hi, I’m Andreas and I’ve been advising businesses in Germany for over a decade. I’d be happy to call you and answer any questions you have in a one-on-one consultation.