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von Göler (Hrsg.) / GmbH Online-Kommentar / § 2
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§ 2 Form of articles of association

(1) Articles of association require notarial form. They must be signed by all the shareholders.

(1a) A company may be formed under a simplified procedure if it has no more than three shareholders and one director. The Model Protocol provided in Annex 1 must be used to form a limited liability company under the simplified procedure. No further provisions which derogate from the law may be laid down. The Model Protocol also serves as the list of shareholders. In all other respects, the provisions of this Act concerning the articles of association apply accordingly to the Model Protocol.

(2) The articles of association may be signed by authorised representatives only on the basis of a power of attorney established or authenticated by a notary. Notarial recording of the power of attorney may also be effected via video link in accordance with sections 16a to 16e of the Notarial Recording Act (Beurkundungsgesetz).

(3) Where a company is formed without any contributions in kind, notarial recording of the articles of association may also be effected via video link in accordance with sections 16a to 16e of the Notarial Recording Act. In such cases, in derogation from subsection (1) sentence 2, the qualified electronic signatures of the directors participating in the notarial recording via video link are sufficient to effect signature. Other declarations of intent which do not require notarial recording may be effected via video link in accordance with sections 16a to 16e of the Notarial Recording Act; they must be included in the electronic record made as required by sentence 1. Sentence 3 applies accordingly to resolutions passed by unanimous vote. A company may also be formed via video link under the simplified procedure as referred to in subsection (1a) or using the Model Protocols provided in Annex 2. Subsection (1a) sentences 3 to 5 applies accordingly when using the Model Protocols provided in Annex 2.

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