Contract Drafting and Review Services for Establishing GmbH in Germany

1. Articles of Association (Gesellschaftsvertrag) Drafting:

• Customized Articles: Draft customized articles of association tailored to the specific needs and objectives of the GmbH.
• Shareholder Rights and Obligations: Define the rights and obligations of shareholders, including voting rights, profit distributions, and decision-making processes.
• Management Structure: Outline the management structure, roles, and responsibilities of managing directors (Geschäftsführer) and shareholders.

2. Shareholder Agreements:

• Shareholder Rights: Define the rights and obligations of shareholders regarding share transfers, capital contributions, and decision-making processes.
• Dispute Resolution: Establish mechanisms for resolving disputes among shareholders, including mediation, arbitration, or buyout provisions.
• Non-compete and Confidentiality: Include provisions to protect the company’s confidential information and prevent shareholders from engaging in competing activities.

3. Employment Contracts for Managing Directors:

• Terms of Employment: Draft employment contracts for managing directors outlining terms such as duties, remuneration, working hours, and termination procedures.
• Liability Limitation: Include provisions to limit the liability of managing directors within the scope of their duties, in accordance with German law.

4. Supplier and Vendor Contracts:

• Supply Agreements: Draft agreements with suppliers covering terms such as pricing, delivery schedules, quality standards, and liability provisions.
• Service Contracts: Establish service contracts with vendors for essential services such as IT support, marketing, and facilities management.

5. Lease Agreements:

• Office Space Lease: Draft lease agreements for office premises, outlining terms related to rent, lease duration, maintenance responsibilities, and termination clauses.
• Equipment Leases: Negotiate and draft agreements for leasing equipment and machinery required for business operations.

6. Intellectual Property (IP) Agreements:

• IP Assignment and Licensing: Draft agreements for the assignment or licensing of intellectual property rights, including trademarks, patents, and copyrights.
• Confidentiality Agreements: Establish non-disclosure agreements (NDAs) to protect confidential information during business negotiations and collaborations.

7. Compliance and Regulatory Review:

• Legal Compliance: Conduct a comprehensive review of all contracts to ensure compliance with German corporate law, tax regulations, and industry-specific regulations.
• Risk Assessment: Identify potential legal risks and liabilities associated with contract terms and propose mitigation strategies.

8. Contractual Dispute Resolution:

• Dispute Resolution Clauses: Include dispute resolution clauses in contracts specifying the applicable law, jurisdiction, and dispute resolution mechanisms.
• Legal Support: Provide legal support in case of contractual disputes, including negotiation, mediation, arbitration, or litigation as necessary.

9. Ongoing Contract Management:

• Renewals and Amendments: Manage contract renewals and amendments as the company’s needs evolve, ensuring contracts remain relevant and legally enforceable.
• Document Management: Maintain a centralized repository of all contracts and agreements for easy access and reference.