Memorandum / Articles of Association

Introduction

The term “partnership agreement” and “articles of association” refer to legal documents that are essential for the formation and functioning of companies in Germany. A partnership agreement governs the internal relationships and structures of partnerships, while articles of incorporation are generally used for corporations.

Partnership agreement

Definition

A partnership agreement is a contract between the partners of a company in which the rights and obligations of the partners, the structure and objective of the company and other essential regulations are set out.

Application areas

Partnership agreements are mainly used for partnerships, such as the partnership under civil law (GbR), the general partnership (OHG) and the limited partnership (KG).

Content

A partnership agreement may contain a variety of provisions, such as:

• Name and registered office of the company
• The object of the company
• Contributions of the shareholders
• Management regulations
• Distribution of profits and losses
• Dissolution of the company

Statutes

Definition

A charter is a legal document that regulates the basic rules and structures of a corporation. It is similar to a partnership agreement, but is typically used for stock corporations (AG), limited liability companies (GmbH) and other corporations.

Application areas

The articles of association are an essential founding document for corporations, especially for the GmbH and the AG.

Content

A charter usually contains provisions on:

• Company name and registered office
• The object of the company
• Amount of share capital
• Type and number of shares
• Organs of the Company and their Powers
• Regulations governing the Annual General Meeting

Meaning

Both the memorandum and articles of association are essential for the formation and operation of companies in Germany. They form the legal basis for the internal relationship of the company and are decisive for the organization and management of the company.

Conclusion

The memorandum and articles of association are important documents that lay the foundations for the functioning of companies in Germany. While the partnership agreement is mainly used for partnerships, the articles of association are used for corporations.