Glossary entry (derived from question below)
German term or phrase:
Gesellschaftsvertrag (einer GmbH)
English translation:
Partnership Agreement
Added to glossary by
Alison Schwitzgebel
Dec 6, 2003 02:57
21 yrs ago
131 viewers *
German term
Gesellschaftsvertrag
German to English
Bus/Financial
Law: Contract(s)
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.
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.
Proposed translations
(English)
Change log
Jul 16, 2008 12:56: Steffen Walter changed "Field (specific)" from "(none)" to "Law: Contract(s)"
Proposed translations
+3
6 hrs
Alison Schwitzgebel
France
France
Native in German
&
English
Works in field
France
Words that work
Native in: English 
, German
Works in: German to English, Germanic(Other) to English, French to English
Related KudoZ points
:
101
Selected
Partnership Agreement
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.
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.
Peer comment(s):
| agree |
Alexander Schleber (X)
: Excellent explanation
9 mins
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| agree |
Herbert2
2 hrs
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| agree |
Lori Dendy-Molz
: I just had this clarified for me this week by an attorney for a steel mill.
11 hrs
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| agree |
IanW (X)
: .
14 hrs
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| disagree |
Kim Metzger
: How do you reconcile your translation with http://www.proz.com/kudoz/218266 ?
2257 days
|
4 KudoZ points awarded for this answer.
Comment: "I guess I unleashed a "heftige Debatte."
In any event, thanks, Allison.
Ron"
-2
3 hrs
Mats Wiman
Sweden
Sweden
Specializes in field
Sweden
DEU / ENG / FRA / SPA > SWE since 1982
Native in: Swedish (Variant: Stockholm) 
Works in: German to Swedish, English to Swedish, Swedish
Related KudoZ points
:
8
articles of assosiation
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
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
Reference:
Peer comment(s):
| neutral |
Edith Kelly
: if at all, then asso*c*iation
1 hr
|
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You never make a spelling error?
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| 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
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| disagree |
EMatt
: article of association is not a legal term, at least not under U.S. law
9 hrs
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If at all, then 'articles'. Who has asked for a legal term anyway?
|
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| neutral |
IanW (X)
: 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
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Agree, but the "if at all, then.." was completely uncalled for
|
4 hrs
Edith Kelly
Switzerland
Switzerland
Native in German
&
English
Switzerland
Professional conference interpreter
Native in: German , English
Works in: German to English, English to German, Dutch to German, and 4 more.
Related KudoZ points
:
327
articles and memorandum of association BE
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.
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.
Peer comment(s):
| disagree |
Mats Wiman
: 'articles and memorandum' is a tautology
59 mins
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Well, you better disagree then with Schäfer, Eichborn and the lot.
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| 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
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| agree |
Kim Metzger
: No tautology. See http://www.proz.com/kudoz/218266
2257 days
|
-1
9 hrs
shareholder agreement
that's what I use
Peer comment(s):
| 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
|
+1
11 hrs
Articles of Association
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
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
12 hrs
partnership agreement
Joint ventures are temporary associations. They would never be AGs. Therefore, the most likely form is a partnership or a GmbH.
Discussion
So you don't see a certain absurdity in posting a comment 2257 days later? Hopefully, you deliver your jobs more promptly. We won't even get into the fact that Allison knows far more about the term as she has worked in this area.