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Gesellschaftsvertrag

English translation: Partnership Agreement

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GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
German term or phrase:Gesellschaftsvertrag (einer GmbH)
English translation:Partnership Agreement
Entered by: Alison Schwitzgebel
Options:
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02:57 Dec 6, 2003
German to English translations [PRO]
Bus/Financial - Law: Contract(s)
German term or phrase: Gesellschaftsvertrag
Dissolution of the company

b) Erhöhung des Stammkapitals

c) Änderungen des Gesellschaftsvertrages

d) Änderungen des Gegenstands der Gesellschaft


This is more of a general question. There is are two companies which are forming a joint venture company. One is a KG, it isn't clear what the other is. I'm unsure what words to use because, of course, different words would be used to refer to GmbH's and AG's. So I guess the question is whether a joint venture company is always an AG or a GmbH? Or is that up to the discretion of the companies? I just want to get the wording right (articles of partnership vs. articles of association, partners' resolution vs. shareholders' resolution, etc.)

Vielen Dank for any enlightenment.
Ron Stelter
Local time: 04:26
Partnership Agreement
Explanation:
Okay, here's the low down. There are different kinds of company in Germany - partnerships and limited companies. The limited companies are again broken down into two categories - GmbHs and AGs.

Of these three categories, partnerships and GmbH have a "Partners' Agreement", "Partnership Agreement" or even "Deed of Partnership" (depending on which dictionary you look in) for their Gesellschaftsvertrag. The "Satzung" is the equivalent for an AG (i.e., a public limited company), which is the Articles of Incorporation (or Association in the UK).

It doesn't matter what kind of companies are forming the joint venture - be they KGs, GbRs, AGs or whatever. What matters is the type of company being formed. I strongly suspect that it would either be a KG or a GmbH, in which case you need to use "Partnership Agreement" here.
Selected response from:

Alison Schwitzgebel
France
Local time: 11:26
Grading comment
I guess I unleashed a "heftige Debatte."

In any event, thanks, Allison.

Ron
4 KudoZ points were awarded for this answer

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Summary of answers provided
5 +3Partnership Agreement
Alison Schwitzgebel
5partnership agreement
EMatt
4 +1Articles of AssociationEdward Guyver
4 -1shareholder agreementkostan
5 -2articles of assosiation
Mats Wiman
3articles and memorandum of association BE
EdithK


Discussion entries: 1





  

Answers


3 hrs   confidence: Answerer confidence 5/5 peer agreement (net): -2
articles of assosiation


Explanation:
A Gesellschaft always has a Verteg, explicit or more or less implicit. The latter is often practiced by KGs where the only claus is the one about the division of profit and loss.
So you use 'aoa' for all types of Gesellschaft (AG, GmbH, OHG, KG or even GbR)

--------------------------------------------------
Note added at 2003-12-07 09:21:21 (GMT)
--------------------------------------------------

To elaborate on the reasons for my answer:
Ron stressed that it is a general question, not a specific one or one tied to any specific legislation or similar.

Merriam-Webster defines the word \'association\':
\"the act of associating b : the state of being associated ;
COMBINATION, RELATIONSHIP\"

Oxford Concise:
1a group of people organized for a joint purpose; a society.
2 the act or an instance of associating.
3 fellowship or companionship.

\'Association\' is not necessarily a legal term but rather a descriptive term for one or several parties indulging in an organised cooperation effort.
One of them could be a joint venture which often is more short term than a Ltd, partnership but mostly longer term than a consortium or project group.

For all these - as well as for more formal entities like the AG, the PLC and the US type corporation - you could use the term \'Articles of Association\' to describe the content and the rules of the joint effort being the aim of the entity.

Other alternatives could of course be:
Partnership agreement
Joint venture agreement
Memorandum of cooperation



    Duden Oxford and by living it in Germany.
Mats Wiman
Sweden
Local time: 11:26
Specializes in field
Native speaker of: Native in SwedishSwedish
PRO pts in category: 4

Peer comments on this answer (and responses from the answerer)
neutral  EdithK: if at all, then asso*c*iation
1 hr
  -> You never make a spelling error?

disagree  Alison Schwitzgebel: I beg to differ Mats, AoA is only used with public limited companies, as it specifically includes information on shareholders rights - and partnerships don't have shareholders, they have partners.
3 hrs

disagree  EMatt: article of association is not a legal term, at least not under U.S. law
9 hrs
  -> If at all, then 'articles'. Who has asked for a legal term anyway?

neutral  xxxIanW: Re Edith's answer - if native speakers correct your spelling, you can be sure that it's just to avoid mistakes finding their way into the asker's translation and the glossaries. I think "Thank you" would have been a more appropriate response on your part.
17 hrs
  -> Agree, but the "if at all, then.." was completely uncalled for
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4 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5
articles and memorandum of association BE


Explanation:
articles of incorporation US

Schäfer says:
to be on the safe side, one can also say:

company contract/company agreement
i.e. equivalent to the articles of an AG and KGaG.



EdithK
Switzerland
Local time: 11:26
Native speaker of: Native in GermanGerman, Native in EnglishEnglish
PRO pts in category: 303

Peer comments on this answer (and responses from the answerer)
disagree  Mats Wiman: 'articles and memorandum' is a tautology
59 mins
  -> Well, you better disagree then with Schäfer, Eichborn and the lot.

neutral  Alison Schwitzgebel: Although the AoA and the Memorandum are two different documents, a German Satzung will include the information split between these two documents in the UK. But a Satzung is not a Gesellschaftsvertrag... see my comments in my answer and in response to Mats
1 hr

agree  Kim Metzger: No tautology. See http://www.proz.com/kudoz/218266
2257 days
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6 hrs   confidence: Answerer confidence 5/5 peer agreement (net): +3
Partnership Agreement


Explanation:
Okay, here's the low down. There are different kinds of company in Germany - partnerships and limited companies. The limited companies are again broken down into two categories - GmbHs and AGs.

Of these three categories, partnerships and GmbH have a "Partners' Agreement", "Partnership Agreement" or even "Deed of Partnership" (depending on which dictionary you look in) for their Gesellschaftsvertrag. The "Satzung" is the equivalent for an AG (i.e., a public limited company), which is the Articles of Incorporation (or Association in the UK).

It doesn't matter what kind of companies are forming the joint venture - be they KGs, GbRs, AGs or whatever. What matters is the type of company being formed. I strongly suspect that it would either be a KG or a GmbH, in which case you need to use "Partnership Agreement" here.


    Reference: http://home.fhtw-berlin.de/~kbuchhol/webvocfi.htm
Alison Schwitzgebel
France
Local time: 11:26
Works in field
Native speaker of: Native in EnglishEnglish, Native in GermanGerman
PRO pts in category: 90
Grading comment
I guess I unleashed a "heftige Debatte."

In any event, thanks, Allison.

Ron

Peer comments on this answer (and responses from the answerer)
agree  Alexander Schleber: Excellent explanation
9 mins

agree  Herbert2
2 hrs

agree  Lori Dendy-Molz: I just had this clarified for me this week by an attorney for a steel mill.
11 hrs

agree  xxxIanW: .
14 hrs

disagree  Kim Metzger: How do you reconcile your translation with http://www.proz.com/kudoz/218266 ?
2257 days
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9 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): -1
shareholder agreement


Explanation:
that's what I use

kostan
Austria
Local time: 11:26
Works in field
Native speaker of: Native in GermanGerman, Native in EnglishEnglish
PRO pts in category: 23

Peer comments on this answer (and responses from the answerer)
disagree  Alison Schwitzgebel: The problem with this is that it isn't just a shareholder agreement. I tried to add a note to my answer to explain what I mean as space is limited here, but the system hasn't accepted it. If you need any further info just let me know.
16 mins
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11 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +1
Articles of Association


Explanation:
According to Deutsch-Englisches Glossarium finanzieller und wirtschaftlicher Fachausdruecke, 6. Auflage (1972), Gesellschaftsvertrag has the following meanings:
1. (in GmbH) articles of association
2. (in OHG or KG) deed of partnership
3. (in association) contract (or deed) of association.
Another word for Articles of Association is "Satzung". The glossarium has the following explanation:
1. (of an AG, normally) (memorandum and) articles of association; but some companies prefer to call them (in English) bylaws
2. (of ANB or other central bank) statutes
3. (of certain official institutions) charter
4. (of savings bank or cooperative) rules
5. (of a local authority) bylaws

Edward Guyver
Local time: 10:26
Native speaker of: Native in EnglishEnglish
PRO pts in category: 8

Peer comments on this answer (and responses from the answerer)
agree  Kim Metzger: Good info. See also http://www.proz.com/kudoz/218266
2257 days
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12 hrs   confidence: Answerer confidence 5/5
partnership agreement


Explanation:
Joint ventures are temporary associations. They would never be AGs. Therefore, the most likely form is a partnership or a GmbH.

EMatt
Local time: 05:26
Specializes in field
Native speaker of: Native in GermanGerman, Native in EnglishEnglish
PRO pts in category: 15
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Changes made by editors
Jul 16, 2008 - Changes made by Steffen Walter:
Field (specific)(none) » Law: Contract(s)


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