Company Articles of Association Translation for Germany

Company form and the false-equivalent trap

The common capital companies in Germany are the GmbH, the AG and the UG; functionally they resemble Turkish limited and joint stock companies, but their legal identities are not identical. The most critical trap in translation is writing a Turkish “Limited Şirket” or “Anonim Şirket” name straight out as GmbH or AG; that amounts to asserting an equivalence of form, and it can misrepresent the nature of the company. The right approach is to carry the Turkish name across as it stands and, where necessary, explain the company form in brackets. A trade name is an identity: it is not translated, but kept in the form it takes in the source.

The same care applies to the names of the company’s organs; the general assembly, the board of directors and the managers are conveyed by their own functions rather than being forced into their counterparts in German company law. The rules on resolutions and meetings, and the concepts of shares and capital, that appear in articles of association belong to the language of company law and are carried across in their established equivalents; the formulae of a bilateral commercial contract do not fit here.

The Handelsregister and the registration link

German companies are entered in the commercial register (Handelsregister) kept at a local court (Amtsgericht); a German counterparty verifies a company’s existence and its authorised representatives from that register. A Turkish company’s trade registry record and certificate of activity are usually submitted in the same file as the articles of association, and the name, capital and date data across those documents are expected to be consistent in translation. Where something in the articles contradicts the registry record, doubt arises as to how current the documents are. A German counterparty is used to a GmbH’s constitutive instrument (Gesellschaftsvertrag) being drawn up before a notary, and so expects the notarial and registration endorsements on the Turkish document to be carried across in full as well.

The objects clause matters particularly; it defines the fields in which the company may do business, and certain transactions require that scope to cover specified activities. Translating that section approximately can raise the question whether the company is authorised to carry out a given activity, which is why the objects are carried across exactly in the scope the document gives them.

Stammkapital and the wording on shares

The amount of capital, the number of shares and their distribution among the shareholders make up the numerically most sensitive part of the articles; in German the share capital is known as the Stammkapital. A figure or a proportion that slips misstates the company’s capital structure and who holds how much of it. Amounts, currency and proportions are carried across faithfully to the source document; the currency is not converted into a German equivalent but carried as the document has it. Arrangements such as privileged shares, voting rights and transfer restrictions are likewise preserved in the scope in which they are defined.

Articles of association change over time; an increase in capital or a change of name or of objects is written into the text and registered. Since a document submitted abroad is expected to reflect the company’s current state, which text is the operative one is established before translation begins; whether the current full text consolidated with the amendments is required, rather than the original constitutive text, is settled at the outset and in writing.

• Do not translate the Turkish company name into GmbH/AG; carry the identity across in the form the source gives it.
• Render the objects clause and the capital figures exactly.
• Confirm whether the current full text or the amendment resolutions are being asked for.

Certification: the apostille and a sworn translator

Articles of association usually proceed on a copy certified by a notary or by the trade registry; on such copies the apostille is obtained from the relevant judicial justice commission. A translation submitted to an official body in Germany bears the stamp of a court-appointed sworn translator (öffentlich bestellter und beeidigter Übersetzer). Since the articles usually travel in the same file as the signature circular and the certificate of activity, translating that set consistently as to name and capital keeps the force of the document intact. Germany is a party to the Hague Apostille Convention; confirm the current position from the official HCCH list. You can handle your corporate file through our single office in Ankara Kızılay, see the cost on our pricing page and request a quote by uploading your document. This page is for general information and is not legal or financial advice; consult your accountant or your lawyer on company matters.