Corporate

Articles of association (Gesellschaftsvertrag)

in German also ‘Satzung’; contract by which a company is established. For a partnership (GbR, KG), the equivalent is the partnership agreement. It sets out, among other things, the purpose, shares, profit distribution, management and share capital. For a GmbH, a UG (haftungsbeschränkt) and an AG (German stock corporation), it must under German law be recorded by a notary and can be inspected by anyone via the Handelsregister (commercial register). Confidential arrangements are therefore better placed in the shareholders’ agreement.

For a GmbH, UG or AG, any third party can inspect the articles of association. They are held by the register court and can be retrieved via the Handelsregister. That is why they contain only what concerns the constitution of the company, not what the shareholders agree among themselves. For a GmbH or UG, every amendment requires a further notarial recording and an entry in the Handelsregister. That costs time and money. Anyone who provides for foreseeable situations from the outset, such as a shareholder leaving and representation where there are several managing directors, avoids having to amend the articles of association later.

Term 1 of 44 · As at 9 September 2026

Licence: CC BY 4.0*

How to cite: Articles of association (Gesellschaftsvertrag), in: Berlin Online Glossary of German Business Law, published by STRUB.LAW, as at 9 September 2026, https://strub.law/en/glossary/articles-of-association/, CC BY 4.0

*This licence applies only to the written entries of the Berlin Online Glossary.

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