Articles of association in Germany · Berlin · advising across Germany

Articles of association in Germany

Articles of association determine how ownership, control and economic interests interact. Generic clauses rarely capture the full business relationship.

Who it is for

For shareholders who want dependable rules.

Where several parties are involved, authority, voting thresholds and the consequences of change should be explicit.

01

Companies

Companies receive a clear view of the available routes, material risks and decisions involved in ownership & capital.

02

Shareholders

Shareholders can align their commercial interests with the rights and obligations that shape decisions & majorities.

03

Management

Management gain a practical basis for taking responsibility and carrying exit & dispute prevention through to completion.

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Advice

Constitutional rules with practical effect.

Capital, voting, reserved matters and transfer restrictions are drafted as one consistent governance framework.

01

Ownership & capital

Available routes for ownership & capital are weighed by their legal effect, operational burden and room for negotiation.

  • Establish the facts relevant to ownership & capital
  • Test the available options and their commercial effect
  • Turn the agreed route into clear documents and actions
02

Decisions & majorities

The aim is a durable approach to decisions & majorities that remains clear when the business has to use it.

  • Establish the facts relevant to decisions & majorities
  • Test the available options and their commercial effect
  • Turn the agreed route into clear documents and actions
03

Exit & dispute prevention

The advice starts with the commercial outcome and tests how exit & dispute prevention can support it in practice.

  • Establish the facts relevant to exit & dispute prevention
  • Test the available options and their commercial effect
  • Turn the agreed route into clear documents and actions

Contact

Drafting or reviewing articles?

Send the current draft or outline the intended ownership structure. I will provide an initial view on the key issues.

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How we work

Identify the scenarios that require rules.

Likely decision and conflict situations are tested first, then translated into coordinated provisions.

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01

Understand the position

The objective, stakeholders, existing documents and timing are organised before work begins on ownership & capital.

02

Develop the right route

Options for decisions & majorities are assessed by legal effect, commercial consequence and practical workload.

03

Carry the decision through

The agreed approach to exit & dispute prevention is taken through documents, approvals and completion.

Dr. Philipp Lerch, Attorney for businessesDr. Philipp Lerch
Attorney · Berlin

Profile

Legal precision meets commercial understanding.

As an attorney with experience at an international business law firm and an additional background in computer science, I combine corporate law expertise with a clear understanding of business models, processes, and technology.

  • Former attorney at Hogan Lovells International LLP
  • Two German honours examinations with a focus on commercial and corporate law
  • Dr. jur. and LL.M. Corporate and Commercial Law, University of Sheffield
  • B.Sc. Computer Science, Free University of Berlin
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FAQ

Frequently asked questions

How does advice on articles of association in germany begin?

The first step is to understand the objective, stakeholders, documents and timing. That shows whether a focused review is sufficient or whether ownership & capital needs a broader workstream.

Which decisions shape articles of association in germany?

Decisions & majorities usually shapes the commercial effect of the arrangement. The decisive issues are therefore addressed before drafting moves into detail.

What can support with articles of association in germany include?

Support can be limited to a specific assessment or continue through drafting, negotiation and completion, including exit & dispute prevention and coordination with other advisers where needed.

Contact

Drafting or reviewing articles?

Send the current draft or outline the intended ownership structure. I will provide an initial view on the key issues.

kontakt@philipplerch.deCall directly030 83239858Berliner Allee 45, 13088 Berlin, Germany