Articles of Association of Earth Guardian GmbH
Preamble
Earth Guardian GmbH operates directly—as a guardian of the Earth—by promoting a new
understanding of ownership of land and thus of this planet.
For Earth Guardian GmbH, capital means responsibility, through which financial resources
are placed in the service of life.
In doing so, the company creates a bridge between for-profit and non-profit models—it
expands public-benefit-oriented models with financial sustainability and limits
profit-maximizing structures where they lose their regenerative function.
Earth Guardian GmbH acts according to the principles of steward-ownership (responsible
ownership), transparency, sustainability, and orientation toward the common good.
Profits are not an end in themselves, but a means to realize the company’s purpose:
transforming capital into responsible impact and creating spaces in which people,
nature, and the economy can operate in harmony.
§1 Company Name and Registered Office
1. The company name is: Earth Guardian GmbH.
2. The registered office of the company is Berlin.
§2 Object of the Company and Special Purpose
1. Corporate Object
The object of the company is the acquisition, holding, management, and disposal of
shareholdings in domestic and foreign real estate companies, as well as the holding and
management of its own and third-party real estate.The company may conduct all transactions related thereto, acquire, hold, manage, lease, and
sell land and land-equivalent rights, and conduct all transactions in its own name and for its
own account that are suitable to directly or indirectly serve the company’s purpose.
The company is entitled to establish branches in Germany and abroad and to participate in
or found other companies in Germany and abroad.
2. Scope of Impact
The company invests exclusively in real estate projects and related project, organizational,
and corporate structures that generate positive social, ecological, cultural, or educational
impact, promote sustainable usage concepts and steward-ownership, and enable long-term
orientation toward the common good, social diversity, awareness development, and
planetary regeneration.
3. Purpose Principle
The company operates as a so-called purpose-driven enterprise or steward-owned
company. Apart from the controlling shareholder, only selected employees or companies
consisting exclusively of employees may become and remain voting shareholders.
Furthermore, company profits are not distributed for private benefit but are either
reinvested or used for purposes that benefit the common good. Entrepreneurship and
ownership are linked.
Class A and Class B shares may only be transferred at nominal value.
Profit generation serves the realization of the company purpose and is not an end in itself.
The company commits to sustainable profitability and careful use of resources, taking into
account the needs of all relevant stakeholders—such as customers, suppliers, employees,
the public, and investors.
§3 Financial Year and Duration
1. The financial year corresponds to the calendar year. The first financial year begins upon
registration of the company in the commercial register and ends on the following December
31.
2. The duration of the company is indefinite and designed for long-term impact and
continuity. Dissolution or transformation may only occur in accordance with the purpose
and impact principles defined in these Articles (§19).§4 Share Capital and Shares
1. The share capital of the company amounts to EUR 25,000.
2. It is divided into 25,000 shares with a nominal value of EUR 1 each.
Shares 1–24,750 are Class A shares.
Shares 24,751–25,000 are Class B shares.
Subscribed by:
Frank Sippel, Frohsinnweg 3, 6314 Unterägeri, Switzerland
24,750 Class A shares.
Purpose Stiftung gemeinnützige GmbH, Süderstraße 73, 20097 Hamburg
250 Class B shares.
Contributions must be paid in full immediately.
3. A capital increase through contributions requires approval of all Class B shares and 75%
of Class A shares.
4. Class A and Class B shares grant voting rights but no right to liquidation proceeds. Each
share grants one vote.
5. Additional restrictions apply to capital increases to maintain the relation between A and
B shares.
§5 Corporate Bodies
The bodies of the company are:
• The Management
• The Controlling Shareholder
• The Shareholders’ Meeting
• The Successor Council§6 Representation and Management
The company has one or more managing directors appointed and dismissed by majority
vote of the voting shareholders.
If only one managing director is appointed, he/she represents the company alone. If several
are appointed, representation occurs jointly by two managing directors or one managing
director together with an authorized officer.
§7 Controlling Shareholder
The company has a controlling shareholder holding only Class B shares. The role of the
controlling shareholder is to supervise adherence to the purpose principles and ensure that
the Articles remain consistent with these principles.
The controlling shareholder may inspect the company’s books and records but has no
economic supervisory duties.
§8 Shareholders’ Meeting
The shareholders’ meeting is convened by the managing directors.
It is quorate when more than 80% of voting rights are represented.
Meetings are convened electronically and must include time, place, and agenda. At least two
weeks must pass between invitation and meeting.
Shareholders may participate virtually.
§9 Shareholder Resolutions
Resolutions are passed by simple majority unless a higher majority is required by law or
these Articles.
Each share grants one vote.§10 Shareholder Qualification and Redemption of Shares
Class A shareholders must be employees, freelancers significantly working for the company,
managing directors, founders during the first five years, or companies owned by such
persons.
The controlling shareholder must be a foundation or similar entity promoting steward
ownership and sustainable corporate goals.
§11 Transfer and Inheritance of Shares
Any transfer of shares requires approval by the shareholders’ meeting.
Shares may only be transferred at nominal value.
§12 Compensation
If a shareholder leaves the company, compensation equals the nominal value of the shares.
Payment may be made in up to three annual installments.
§13 Salary Regulation
Employees and managing directors receive appropriate compensation determined annually
by the shareholders’ meeting.
If the controlling shareholder considers compensation excessive, an independent
compensation expert appointed by the President of the Frankfurt Chamber of Commerce
determines the appropriate amount.
§14 Annual Financial Statements
The annual financial statements shall comply with German commercial accounting law.
§15 Use of Profits
Profits are used exclusively to pursue the company’s purpose.Class A shareholders receive no dividends.
Class B shareholders receive a fixed dividend depending on annual revenue:
Revenue < €500,000 → €500 dividend
Revenue > €500,000 → €750 dividend
Revenue > €1M → €1,000 dividend
Revenue > €3M → €2,000 dividend
Revenue > €6M → €4,000 dividend
Revenue > €10M → €5,000 dividend
Revenue > €30M → €10,000 dividend
Any unpaid dividends accumulate but are not interest-bearing.
§16 Non-Competition
Class A shareholders are subject to a non-competition clause for three years within the
company’s field of activity.
§17 Mediation Clause
In case of disputes, shareholders agree to first conduct mediation according to the
mediation rules of the competent Chamber of Commerce before filing lawsuits.
§18 Successor Council
The company appoints a successor council consisting of 3–5 members.
Members are elected by Class A shareholders.§19 Dissolution
In the event of dissolution, assets are distributed as follows:
1. Payment of outstanding fixed dividends to the controlling shareholder.
2. Repayment of paid-in capital to shareholders.
3. Remaining assets are transferred to a charitable organization.
§20 Formation Costs
Formation costs up to €3,000 are borne by the company.
§21 Miscellaneous
Company announcements are published in the German Federal Gazette.
If individual provisions are invalid, the remaining provisions remain effective.
This paper was translated inhouse (from the binding German version) with no
guarantee of legal correctness