Version of 16th November 2021
1. The company name is: Expertise for Animals gGmbH.
2. The registered office of the company is Berlin.
1. The Company exclusively and directly pursues charitable purposes in the purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
2. The purposes of the society are the knowledge-based promotion of animal protection and animal rights and the promotion of popular education.
3. The purposes of the statutes according to paragraph 2 are realized in particular through
a) Implementation of professional and knowledge-based consultations on animal welfare and related issues (in particular to help organizations in the field of animal welfare and animal rights to work more efficiently and effectively in terms of content). The consultations are free of charge.
b) Creation of well-founded information offers on animal welfare-relevant and animal-related facts, questions and developments based on scientific findings.
c) Transferring scientific knowledge about animals, their needs and their welfare to society.
d) Monitoring and evaluation of current animal welfare policy and social debates and developments (in order to improve and strengthen animal welfare and animal rights).
e) Participation in and shaping of cooperations and networks for general Promotion of animal welfare and animal rights, in particular also for specific knowledge transfer and exchange (in order to promote a broad awareness of animal welfare).
f) Pointing out points of connection between animal protection and animal rights and other social and ethical areas.
g) Promote and encourage animal-sensitive research, knowledge exchange and transfer.
h) The aforementioned points can also be implemented at the international level.The enumeration of individual measures is merely exemplary. The Company is entitled to take all legal actions that appear suitable for directly promoting the Company's purpose.
4. In accordance with paragraph 58 No. 1 of the German Fiscal Code (Abgabenordnung), the Company also realizes its purposes by raising donations and other funds and forwarding the funds to other domestic or foreign corporations for the realization of the purposes of promoting animal protection and animal rights. The procurement of funds for a private corporation with unlimited tax liability requires that the corporation itself is tax-privileged.
5. The Company exclusively and directly pursues charitable purposes within the meaning of paragraphs 51 et seq. of the German Fiscal Code (Abgabenordnung). This is without prejudice to the fact that the Company cannot always pursue all the aforementioned objectives with the same intensity. The management of the company, together with the shareholders' meeting, shall make an appropriate selection decision in each case, taking into account the funds available.
1. The Company's funds may only be used for the purposes set out in the Statutes` Articles. The shareholders shall not receive any allocations or shares in profits from the Company's funds.
2. The Company shall be entitled to establish branches, to acquire interests in other companies, to acquire, hold, manage and sell corresponding shareholdings and to initiate all measures which are directly suitable for promoting the non-profit purpose of the Company pursuant to paragraph 2.
3. The Company may also make financial or material resources available to other, likewise tax-privileged, companies, corporations, institutions and foundations or a suitable public authority, if these bodies promote the purpose of this company with their measures in accordance with the purpose of this company.
4. The Company operates selflessly and does not primarily pursue its own economic purposes. No person may be favored by expenditures that are alien to the purpose of the Company or by disproportionately high support, donations or remuneration.
1. The Company's share capital amounts to EUR 25,000.00 (in words: twenty-five thousand euros).
2. 25,000 shares at a nominal value of EUR 1.00 (in words: one euro) are issued. The following shall apply to the share capital
Ms. Eva Seifert, born on March 01, 1987, resident in Vienna/Austria, 12,500 shares with a nominal value of EUR 1.00 each with the numbers 1 to 12,500 and
Ms. Marietheres Reinke, born May 18, 1990, resident in Berlin/Germany, 12,500 shares with a nominal value of EUR 1.00 each with the numbers 12,501 to 25,000.
3. The shareholders shall pay 50% of their capital contributions in cash immediately. The remainder shall be paid upon request by the management.
1. The company is established for an indefinite period.
2. The fiscal year is the calendar year.The first financial year is a short year, begins with registration and ends on December 31 of that year.
1. The company has at least two managing directors (CEO). The company is managed by two managing directors or by one managing director together with an executive employee (“Prokurist_in”).
2. The shareholders may grant one or more managing directors the power of sole representation.
3. The above provision shall also apply in the event of liquidation. If the company is liquidated by the previous managing directors pursuant to paragraph 66 section 1 GmbHG, their specific power of representation shall also continue to exist as liquidators.
In the event of the liquidation or abolition of the company or in the event of the discontinuation of tax-privileged purposes, the assets of the Company, insofar as they exceed the paid-in capital shares of the shareholders and the fair value of the contributions in kind made by the shareholders, shall be transferred to Chimaira Arbeitskreis für Human-Animal Studies e. V., which may use them directly and exclusively for non-profit purposes.
The transfer and pledging of a share requires the written consent of the Company to be effective. Such consent shall be granted by the management on the basis of a resolution of the shareholders' meeting adopted by a simple majority of the votes cast.
In the event of the death of a shareholder, the company shall be continued with the heirs or legatees. The shares of the deceased shareholder may be redeemed against payment. The heirs or legatees of the deceased shareholder shall not have the right to vote on the redemption resolution. A resolution on the redemption must be passed within a period of twelve months. The period shall commence as soon as all remaining shareholders have become aware of the succession.
Instead of redemption, the Company may demand that the shares be assigned in whole or in part to the Company itself, to one or more shareholders or to a third party.
If a shareholder dies and has ordered the execution of his or her will with regard to his or her entire estate or his or her participation rights (para. 1) in the Company, all rights and obligations of the heirs and/or legatees shall - to the extent permitted by law - be exercised by the executor. In particular, the executor is also entitled to participate in resolutions on amendments to the statute, a sale of the company and a liquidation of the company with binding effect for the heirs and/or legatees. The heirs or legatees are obliged to grant a corresponding power of attorney to the executor of the will, without prejudice to his or her statutory powers. If he or she fails to comply with this obligation, all rights associated with the participation, with the exception of the participation in the Company's results, shall be suspended.
The redemption of shares of a shareholder is permissible with the shareholder's consent. The redemption of shares of a shareholder without his or her consent is permissible if
a) insolvency proceedings are instituted against the assets of a shareholder or the institution of such proceedings is refused for lack of assets, or the shareholder is required to certify in lieu of oath the accuracy of his or her list of assets;
b) the share is attached or otherwise enforced by a creditor of the shareholder and the enforcement measure is not lifted within two months at the latest until the share is realized;
c) there is a reason in the person of the shareholder justifying his or her exclusion;
d) the shareholder declares his or her resignation or withdrawal from the Company.
The redemption shall be resolved by the shareholders' meeting by a simple majority of the votes cast. The shareholder concerned shall not be entitled to vote. The redemption shall take effect upon notification of the managing directors in the number entitled to represent the company, irrespective of when the redemption payment is made.Instead of redemption, the shareholders may resolve that the shareholder concerned shall assign the share to the company or to a person to be named in the resolution, who may also be a shareholder, also in such a way that the share is partially redeemed and otherwise assigned to the Company or the person designated by it.The redemption resolution shall be combined either with a resolution to form a new share or with a resolution to increase the remaining shares or with a resolution to reduce the capital, in each case to the extent of the nominal amount of the redeemed share, which resolution shall be notarized. Newly created shares may be allocated to the Company as its own shares, to co-partners or to third parties.
In the event of the withdrawal of a shareholder, he or she shall only be entitled to payment of his or her paid-in capital shares or the fair market value of the contributions in kind made by him or her.
The shareholders and managing directors may be exempted from the non-competition obligation in individual cases or in general by resolution of the shareholders or by separate written agreement, in particular in the employment contracts of the managing directors.
The formation expenses (costs for notary, court, possible approvals, lawyer and/or tax advisor consulted) shall be borne by the company up to a total amount of 1,800 euros. Any formation expenses exceeding this amount shall be borne by the shareholders in proportion to the nominal amounts of their shares in the Company.
If individual provisions of these statute are or become invalid, this shall not affect the validity of the Company and the statute in other respects. In place of the invalid provision, the shareholders are obliged to agree on a provision that comes as close as possible to the meaning and purpose of the invalid provision. The same shall apply in the event of the existence of a loophole which is to be supplemented and closed in accordance with the meaning and purpose of these statute.
On February 27, 2023, Sophie-Madlin Langner, with subsequent approvals by Eva Seifert and Marietheres Reinke, signed the assignment of business shares by Eva Seifert and Marietheres Reinke.
Eva Seifert assigned shares with the serial numbers 12,251 to 12,500 (i.e. 250 shares at 1.00 euro each).and Marietheres Reinke transferred shares with serial numbers 24,751 to 25,000 (i.e. 250 shares at 1.00 euro each) to Sophie-Madlin Langner.