Articles of Association (Statutes)

The Articles of Association – referred to as Statutes in the case of a corporation, and often as Bylaws for associations or cooperatives – is the legally binding foundation of every capital and partnership company. It outlines all essential aspects of the internal constitution: company name, registered office, corporate purpose, amount of share or capital stock, profit distribution, management authorities, resolutions, as well as exit and succession clauses. For the formation of a GmbH or UG, the Articles of Association must be notarized and subsequently submitted to the competent registry court; the registration in the commercial register grants the company its legal capacity. In the case of a corporation, the Statutes are also notarized and filed as a registry document. Any subsequent amendment – such as a capital increase, relocation of the registered office, or change of company name – requires renewed notarization and becomes effective only upon constitutive registration in the commercial register. Through the Joint Register Portal of the federal states and the Company Register, anyone can access a copy of the current Articles of Association or Statutes nationwide. Carefully drafted clauses minimize liability risks and create a flexible, future-proof corporate structure.