Founders
Founders can define ownership, voting and management rules before the company starts operating.
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.
Shareholders
Existing shareholders can update transfer, consent and distribution rules for a changing company.
Management
Directors benefit from workable approval paths and clearly allocated powers.
Advice
Constitutional rules with practical effect.
Capital, voting, reserved matters and transfer restrictions are drafted as one consistent governance framework.
Ownership and capital
Share allocations, profit rights and actual contributions should form a coherent framework.
- Allocate share capital and interests clearly
- Design profit and subscription rights deliberately
- Prepare for capital changes and dilution
Decisions and majorities
Routine decisions and fundamental changes need different approval rules.
- Distinguish ordinary from fundamental decisions
- Set proportionate majorities and reserved matters
- Address deadlock and conflicts of interest
Departure and disputes
Transfers, withdrawal and valuation should be considered before relationships become strained.
- Choose workable transfer restrictions
- Distinguish departure scenarios
- Make valuation and settlement methods understandable
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.
How we work
Identify the scenarios that require rules.
Likely decision and conflict situations are tested first, then translated into coordinated provisions.
Request counselReview the existing rules
The articles, ownership split, voting thresholds and proposed change are assessed together.
Draft for real scenarios
Deadlock, share transfers and departures are tested against the actual ownership.
Implement the amendment
Draft and approvals are aligned for the necessary notarial steps.
Your contact: Dr. Philipp Lerch, attorney · Content last updated: 24 September 2026
Dr. Philipp LerchAttorney · 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
FAQ
Frequently asked questions
What voting rules should GmbH articles address?
The articles should distinguish routine decisions from important measures requiring additional approval. The thresholds need to fit the ownership split and should be tested for deadlock.
How can future transfers of shares be anticipated?
Pre-emption rights, consent requirements and departure procedures can be considered when drafting. The rules should balance current and future shareholders’ interests.
What should I provide for a review of the articles?
Please provide the current articles, shareholder list, side agreements, relevant resolutions and a description of the proposed change.
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.