Translate articles of association into German

Legal forms and terms that do not map one to one

Whether your source is a UK memorandum and articles, US bylaws, French statuts or Spanish estatutos, it describes a company under its own law. The German version should make that clear and not pass it off as a German company.

• The document itself: German uses Satzung for an AG and Gesellschaftsvertrag (or Satzung) for a GmbH. Either is understood for a foreign company's constitution.
• Legal forms: a private limited company is not a GmbH, and a plc is not an AG. Keep the original form and add a gloss, such as Ltd (private limited company nach englischem Recht).
• Company name: in German company law this is the Firma. This is a classic trap, because here the word means the name, not the business. A typical clause reads Die Gesellschaft führt die Firma „Example Holdings Ltd“.
• Directors: a UK director usually becomes Geschäftsführer. Vorstand and Aufsichtsrat belong to the two-tier AG structure. The company secretary has no direct German counterpart and is best kept with an explanation.
• Share capital: Stammkapital is the GmbH term and Grundkapital the AG term. Pick one and use it consistently throughout.
• Registered office and objects: Sitz der Gesellschaft and Gegenstand des Unternehmens.

German conventions: numbers, dates, length and style

• Amounts: German swaps the separators. £10,000.00 becomes 10.000,00 GBP, and $1,250,000 becomes 1.250.000 USD.
• Dates: 12 March 2024 becomes 12. März 2024, with a full stop after the day. The execution line reads London, den 12. März 2024.
• Article numbering: German constitutions often use § 5, but keeping Artikel 5 or Ziffer 5 preserves your internal cross-references. Each reference to another article must still point to the right one.
• Plurals: German has just two forms, singular and plural. You get eine Stimme but zwei Stimmen, and 1 Aktie but 1.000 Aktien.
• Compounds and length: German text typically runs 20 to 35% longer than English. Compounds such as Gesellschafterversammlungsbeschluss (resolution of the shareholders' meeting) widen headings and table columns, starting with the shareholder table and the signature blocks.
• Style: the normative present tense carries over directly. Every noun takes a capital letter: Die Gesellschaft wird durch zwei Geschäftsführer gemeinschaftlich vertreten.

If the document is meant for Switzerland, note that Swiss German spelling drops ß (gemäss rather than gemäß). A local review is worthwhile in that case.

What Manuce returns, and what it does not do

Your articles go to Themis, Manuce's legal specialist engine. The quote appears as soon as you upload the file and is based on the exact word count. For typical articles of around 4,500 words (about 12 pages), the translation arrives within minutes. It then stays in your client area.

• The same file, in German: Word comes back as Word, a text PDF as PDF. Article numbering, headings, the shareholder table and footers stay in place. Excel, RTF, HTML and plain text files are also accepted.
• A free excerpt before you pay: one paragraph of your file, translated at the level you choose. Pick the clause on the company name or the share capital, which shows you straight away how Firma, the legal form and the amounts are handled.
• The right level: Essentiel is fine for understanding a partner's constitution. For anything sent to a German bank, investor or adviser, choose Professionnel or Premium.

What Manuce does not do:

• It does not produce sworn or certified translations (beglaubigte Übersetzung, signed by an authorised translator). A German commercial register, notary or bank may require one, for example when registering a branch (Zweigniederlassung). Check with them first.
• It cannot read scanned PDFs, which are images with no selectable text. Signed and scanned articles need to be supplied as a text version.

Preparing the file and checking the German version

Before uploading:

• Use the current consolidated version that includes every amendment adopted (new registered office, capital increase, new share classes), not the original incorporation text.
• Prefer the Word file to a PDF. Tables that grow in German are much easier to adjust there.
• If all you hold is a signed scan, ask your lawyer or company secretary for the text version.

Once delivered, check what must stay the same, then what must change:

• Unchanged: the company name in quotation marks, the registered address, the company number, shareholder names and share counts.
• Converted: every amount and date, plus quorums and majorities (two-thirds becomes zwei Drittel, 75 per cent becomes 75 Prozent).
• Consistent: one term for the capital and one for the management body in every article, with all cross-references still pointing to the right articles.
• Layout: column widths in the shareholder table and how long compounds break at line ends.

If an abbreviation or clause title must stay in the original language, check it first in the free excerpt, then in the full translation.

In practice

1. Export the current consolidated articles as a Word file or a text PDF, not a scan.
2. Upload the file and choose German and a level: the quote is based on the exact word count.
3. Read the free excerpt, ideally a clause on the company name, legal form or share capital.
4. Pay, then download the German articles in their original format within minutes.
5. Check amounts, dates, names, company numbers and cross-references, then have the translation certified if a German authority requires it.