Template articles of association SRL (bilingual)

During the course of an LLC’s operations, it is common for disagreements to arise among shareholders regarding their objectives and interests. At times, these can escalate into conflicts and discord, particularly when the articles of association used to establish the company lack a professional touch.

In some instances, tensions among shareholders can significantly impact the LLC’s operations, even jeopardizing its continuity and stability.

In an effort to mitigate associated risks, specific clauses can be included in the bilingual articles of association template, such as:

The “tag-along” clause is designed to protect the interests of minority shareholders. When a majority associate receives an offer to purchase their shares from a third party, this clause in the articles of association template provides minority shareholders with the option to join the transaction. They will be able to sell their shares in the LLC under conditions similar to those of the majority shareholders.

The “drag-along” clause operates in the opposite direction. It grants majority associates the right to compel minority associates to sell their shares. Such a clause is useful when majority shareholders decide to sell their shares, and a prospective buyer is interested only in acquiring the entire company. Through a “drag-along” clause in the articles of association template, minority shareholders are compelled to align and sell their shares under conditions and prices similar to those of the majority shareholders.

Temporary sale prohibitions. The bilingual articles of association template may contain a prohibition on selling shares for a certain period. Such clauses are particularly popular in the case of financing an LLC from external sources, such as investors who want to ensure that the founders remain in the company.

Preemption rights. The preemption right of shareholders implies that if an associate intends to sell their shares to a third party and if there is a corresponding clause in the articles of association template, they are obligated to offer the first right of purchase to the other associates. Only in the absence of interest or capacity from the other shareholders to acquire the respective shares can the associate conclude the transaction with a third party outside the company. If at least one of the other shareholders expresses an intention to purchase the shares that are the subject of the sale, the transaction will be concluded with them.

This bilingual articles of association template contains the associates’ preemption rights for purchasing shares but does not include the other special clauses mentioned above. If you purchase an articles of association template and require such special clauses, please let us know, and we will provide the necessary additions free of charge.

The section of legal document templates dedicated to commercial companies contains professional templates of resolutions and statutes for the establishment and operation of LLCs. You can find:

• sole shareholder LLC incorporation template,
• multi-member LLC articles of association template,
• general meeting of shareholders resolution template,
• general meeting of shareholders resolution for amending articles of association template,
• general meeting of shareholders resolution for increasing share capital template,
• general meeting of shareholders resolution for reducing share capital template,
• general meeting of shareholders resolution for third-party admission to the company template.

Alonside the template documents specific for companies, you can find professional template commercial contracts to secure your business in relation to clients, suppliers and partners.

Or, if your company will activate in specific fields, template contracts for IT & technology industry and template documents for setting up your online store await download in the dedicated sections.