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1. Company Name, Registered Office, and Duration: Specifies the company name, registered office location, and whether the company has a limited duration
2. Purpose of the Company: Defines the business purposes and activities of the company
3. Share Capital and Shares: Details of the share capital amount, number and types of shares, nominal value, and payment requirements
4. Share Certificates and Transfer of Shares: Provisions regarding the form of shares and their transfer restrictions if any
5. Corporate Bodies: Introduction to the corporate governance structure
6. General Meeting: Powers, convocation, voting rights, and procedural rules for shareholder meetings
7. Board of Directors: Composition, election, powers, organization, and decision-making processes of the board
8. Auditors: Provisions regarding the statutory auditors or opting out of audit requirements
9. Financial Year and Financial Statements: Definition of the financial year and rules regarding financial statements
10. Notices and Communications: Methods of communication with shareholders and publication requirements
11. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Authorized Capital: Optional provision allowing the board to increase share capital within certain limits, used when flexibility for future capital increases is desired
2. Conditional Capital: Provisions for conditional capital increases, typically used for employee participation programs or convertible bonds
3. Benefits and Contributions in Kind: Special provisions required when assets are contributed instead of cash or when special benefits are granted to founders
4. Different Share Classes: Provisions defining different share classes and their respective rights, used when the company wants to create preferred shares or voting shares
5. Board Committees: Provisions for establishing and governing board committees, typically used by larger companies
6. Transfer Restrictions: Detailed provisions restricting share transfers, typically used in smaller or family-owned companies
7. Arbitration Clause: Provisions for dispute resolution through arbitration instead of ordinary courts
1. Subscription Certificate: Document confirming the subscription of shares by the founding shareholders
2. Proof of Capital Deposit: Bank confirmation of the deposited share capital
3. Founder Meeting Minutes: Minutes of the constituent meeting of the founders
4. Acceptance Declarations: Written acceptances of election by board members and auditors
5. Lex Friedrich Declaration: Declaration regarding foreign ownership if relevant
6. Domicile Confirmation: Confirmation of the company's registered office address
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