14 KiB
Amutable GmbH - Founding Deed and Articles of Association Analysis
Source: Handelsregister filings for Amutable GmbH (HRB 278404 B, AG Charlottenburg)
Documents:
- Aktueller Druck (AD) - current registry printout, retrieved 23.03.2026 06:20
- Chronologischer Druck (CD) - chronological registry history, retrieved 23.03.2026 06:20
- Liste der Gesellschafter - official shareholder list, signed 06.08.2025, notarially certified 19.08.2025
- Strukturierte Informationen (SI) - machine-readable XML registry data (xJustiz format)
- Gründungsurkunde text - founding deed with Annex 1 (Gesellschaftsvertrag / Articles of Association)
Notary: Dr. Hans-Michael Giesen, Berlin (certified Gesellschafterliste 19.08.2025) Registering Judge: Dr. Weiland, Amtsgericht Charlottenburg (registered 21.08.2025) PDFs archived: tboteproject.com/git/hekate/microsoft-systemd-findings (private repo)
1. Shareholder Structure - Definitively Confirmed
No External Investors
The Gesellschaftsvertrag (Articles, Section 3.3) definitively names every shareholder. No venture capital firms, corporate investors, or other entities hold equity.
| Shareholder | Shares | % | Serial Nos. | Type |
|---|---|---|---|---|
| Christopher Wilson Kühl | 8,400 | 33.33% | 1 – 8,400 | Natural person (direct) |
| LPLLC Holding UG (haftungsbeschränkt) | 8,400 | 33.33% | 8,401 – 16,800 | Poettering's holding vehicle (HRB 277482 B) |
| CBLLC Holding UG (haftungsbeschränkt) | 8,400 | 33.33% | 16,801 – 25,200 | Brauner's holding vehicle (HRB 277363 B) |
Total share capital: EUR 25,200, divided into 25,200 shares at EUR 1.00 nominal value each. Fully paid in cash immediately.
Kühl Holds Shares Directly - Structural Asymmetry
Unlike Poettering and Brauner, who hold through personal holding UGs, Kühl holds his 33.33% as a natural person. Assembled Parts UG - his pre-existing entity (HRB 254424 B, founded May 2023) - does NOT appear in the shareholder list.
This asymmetry has practical implications:
- Tax: Kühl's dividends are taxed as personal income (Abgeltungssteuer, ~26.375%). Poettering and Brauner's dividends flow to their UGs and can be retained/reinvested at the corporate tax rate (~15.825%).
- Liability: Kühl's shares are personal assets - exposed to personal creditors. Poettering and Brauner's shares sit inside limited-liability shells.
- Exit: On a sale, Kühl pays personal capital gains tax. Poettering and Brauner can use the 95% participation exemption (Section 8b KStG) - effectively ~1.5% tax on gains.
Kühl may have (a) structured his position before receiving advice to use a holding UG, (b) had different plans for his equity, or (c) already held shares through a structure predating the standard founder setup. Assembled Parts UG's absence from the shareholder list is worth noting - it may have a contractual relationship (service agreements, IP license) rather than an equity position.
2. Managing Directors and Self-Dealing Exemptions
All Three Founders Appointed as Geschäftsführer
| Name | Born | Residence |
|---|---|---|
| Christopher Wilson Kühl | 30.12.1976 | Berlin |
| Lennart Poettering | 15.10.1980 | Berlin |
| Christian Brauner | 24.06.1985 | Berlin |
Section 181 BGB Exemption - Each Director Can Self-Deal
Each managing director:
- Represents the company alone (Einzelvertretungsbefugnis), even if other directors exist
- Is exempt from Section 181 BGB (Insichgeschäft/self-dealing prohibition)
Each founder can therefore unilaterally execute contracts between Amutable and themselves or their own entities without needing co-director approval at the representation level. Externally, such transactions are valid.
Investigative significance: Kühl can have Amutable pay Assembled Parts UG for conference organization (All Systems Go!), IP licenses, or consulting - and sign on both sides. Poettering and Brauner can route transactions through their holding UGs similarly.
3. Hidden Shareholders' Agreement (SHA)
The Articles Reference a Separate Agreement
Multiple sections of the Gesellschaftsvertrag reference a shareholders' agreement that is NOT part of the public Handelsregister filing:
- Section 4.1 (Profit allocation): "Such resolution shall be taken if and to the extent provided in any shareholders' agreement which might be in place between the Company's shareholders and the Company."
- Section 4.2 (Liquidation allocation): Same language - deviations from pro-rata allocation permitted if SHA provides for it.
- Section 6.4 (Management authority): Directors' authority "shall be governed by these Articles of Association, the shareholders' agreements, shareholders' resolutions..."
What the SHA Likely Contains
German startup SHAs typically include:
- Vesting schedules (reverse vesting with good leaver/bad leaver provisions)
- Drag-along / tag-along rights
- Non-compete and non-solicitation clauses
- IP assignment provisions (critical - who owns systemd contributions?)
- Preferential return / liquidation preferences if future investors enter
- Voting agreements beyond the articles
- Potentially different economic rights - the visible 33/33/33 equity split may not reflect actual economic entitlement
The SHA is NOT a Public Document
Unlike the Gesellschaftsvertrag, the SHA is a private contract between shareholders. It is not filed with the Handelsregister and is not available through the Bundesanzeiger. Its contents can only be obtained through:
- Voluntary disclosure
- Court proceedings
- Tax authority investigation
- Due diligence in a future financing round
Key question: Does the SHA contain IP assignment provisions covering systemd contributions made by founders while at Microsoft? If so, who owns the birthDate implementation?
4. Governance Structure - Effective Unanimity
75% Supermajority for Major Decisions (Section 6.5)
With three equal 33.33% shareholders, the 75% threshold means all three must agree on:
| Decision | Threshold | Effect |
|---|---|---|
| Sale/transfer of business | 75% | Unanimity required |
| Establish/liquidate subsidiaries | 75% | Unanimity required |
| Acquire other companies | 75% | Unanimity required |
| IP transactions outside ordinary course | 75% | Unanimity required |
| Loans/financing > EUR 100,000 | 75% | Unanimity required |
| Guarantees/sureties > EUR 100,000 | 75% | Unanimity required |
| Related-party transactions | 75% | Unanimity required |
| Employment contracts > EUR 150,000 | 75% | Unanimity required |
| Contracts > EUR 100,000/year or > 2 years & > EUR 50,000/year | 75% | Unanimity required |
| Employee stock option program (ESOP/VSOP) | 75% | Unanimity required |
Section 181 Exemption vs. Section 6.5(g) Tension
The self-dealing exemption (Section 181 BGB) operates at the representation level (Vertretungsmacht) - making transactions externally valid. Section 6.5(g) operates at the internal authorization level (Geschäftsführungsbefugnis) - requiring 75% approval for related-party transactions.
In practice: A director COULD execute a self-dealing transaction that binds the company externally but lacks internal authorization. The other shareholders would have a damages claim (Section 43 GmbHG) against the acting director, but could not void the transaction vis-a-vis the counterparty.
An enforcement gap results, which is standard in German GmbH law but investigatively relevant - particularly for transactions between Amutable and Assembled Parts UG (conference organization, consulting).
5. Share Redemption and Forced Exit (Sections 12.1-12.6)
Shares Can Be Forcibly Redeemed
A shareholder's shares can be redeemed (eingezogen) with 75% approval if:
- The shareholder consents (Section 12.1)
- The shareholder breaches essential obligations willfully or through gross negligence (Section 12.2(e))
- Another "important reason" exists (Section 133 HGB analogy)
The affected shareholder has no vote on their own redemption.
With equal 33.33% stakes, the remaining two shareholders (66.67%) cannot reach 75% alone - so forced redemption also requires unanimity of the non-affected shareholders. A mutual deadlock protection results: no single founder can be expelled without both others agreeing.
6. Notary's Disclaimer - Pre-Negotiated Documents
The notary explicitly states:
"The notary has not himself prepared the Annex to this deed (Articles) but has received, shortly prior to this notarization, negotiated drafts thereof and therefore [...] was not in a position to thoroughly analyse all potentially relevant aspects thereof, in particular, to explore in detail what the intentions of the parties to this deed are and whether they are properly reflected by the wording of this deed."
The disclaimer tells us:
- External lawyers drafted the Articles (likely JBB Rechtsanwälte, who handled the US trademark)
- The three founders pre-negotiated the terms
- The complexity warranted the notary's disclaimer - unusual for a simple three-way equal split GmbH
The disclaimer points to Articles (and the referenced SHA) containing provisions beyond standard boilerplate - consistent with a VC-ready startup structure.
7. Corporate Purpose - Deliberately Broad
Section 2.1: "The purpose of the Company is the development, maintenance, and distribution of software and related technical and business consulting services."
Section 2.3: The company may "establish, lease, or acquire other business undertakings [...] subscribe to shares or other participation rights [...] assume personal liability as a shareholder or the position as managing director, in such other business undertakings [...] establish or dissolve branch offices within or outside its own jurisdiction."
The broad language enables:
- Software development and SaaS (ParticleOS, integrity tooling)
- Consulting (systemd support, compliance consulting)
- Holding company functions (acquiring/investing in other companies)
- International expansion (branch offices anywhere)
The "business consulting" component positions Amutable to offer compliance consulting to enterprises needing age verification implementation, directly monetizing the birthDate infrastructure.
8. Irony: Birth Dates in the Founding Deed
The three individuals who introduced birth date collection into Linux's identity infrastructure had their own birth dates recorded in the founding deed of the company that benefits from that infrastructure:
| Founder | Born | Age at Gesellschaftsvertrag signing (Aug 6, 2025) |
|---|---|---|
| Kühl | 30.12.1976 | 48 |
| Poettering | 15.10.1980 | 44 |
| Brauner | 24.06.1985 | 40 |
9. Outstanding Questions
-
What are the terms of the Shareholders' Agreement (SHA)? The SHA governs economic rights, vesting, IP assignment, and exit mechanics. It is private and not publicly available.
-
Does the SHA contain IP assignment provisions for systemd contributions? If founders assigned their systemd-related IP to Amutable, that would represent a transfer of community-developed infrastructure to a private company.
-
What is Assembled Parts UG's contractual relationship with Amutable? Kühl's pre-existing entity is NOT a shareholder but likely provides services (All Systems Go! conference, consulting). Any service agreements would be related-party transactions requiring 75% shareholder approval under Section 6.5(g).
-
Why does Kühl hold shares directly while the other two use holding UGs? The tax and liability implications are significant. Was this a deliberate choice or oversight?
-
Who drafted the Articles? The notary received "negotiated drafts" from external lawyers. JBB Rechtsanwälte is the most likely candidate given their existing relationship (US trademark filing), but this is unconfirmed.
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What is the undisclosed STF 2025-2026 contractor? The 399,000 EUR Sovereign Tech Fund grant for systemd work could be contracted through Amutable, Assembled Parts UG, or a third party. The contractor is not publicly disclosed.
10. Precise Formation Timeline (from primary sources)
| Date | Event | Source Document |
|---|---|---|
| Jul 2025 | CBLLC Holding UG registered (Brauner), HRB 277363 B | North Data |
| Jul 25, 2025 | LPLLC Holding UG registered (Poettering), HRB 277482 B | North Data |
| Aug 6, 2025 | Gesellschaftsvertrag (Articles) signed by all three founders | Gesellschafterliste PDF, p.2 |
| Aug 6, 2025 | Gesellschafterliste signed by all three as Geschäftsführer | Gesellschafterliste PDF, p.2 |
| Aug 19, 2025 | Gesellschafterliste certified by Notar Dr. Hans-Michael Giesen | Gesellschafterliste PDF, p.3 |
| Aug 21, 2025 | Amutable GmbH registered at Handelsregister by Dr. Weiland | AD + CD printouts |
| Oct 7, 2025 | US trademark filed (Serial 99430458) | Justia |
| Oct 13, 2025 | AB-1043 signed into law | California Legislature |
| Jan 27, 2026 | SSL certificate issued for amutable.com | Google Trust Services |
| Jan 28, 2026 | Public announcement; Poettering + Brauner leave Microsoft | Press |
| Mar 18, 2026 | birthDate merged into systemd | GitHub |
The Gesellschaftsvertrag was signed on August 6, 2025 - 15 days before registration. All three founders were still employed at Microsoft when they signed the founding documents. The notary certified the shareholder list on August 19, and the company was officially registered August 21. The entire formation process took 15 days from signature to registration.
Sources
Primary Source Documents (Handelsregister, retrieved 23.03.2026 06:20)
- AD: BE-Berlin_(Charlottenburg)_HRB_278404+AD-20260323062029.pdf - Aktueller Druck (current printout)
- CD: BE-Berlin_(Charlottenburg)_HRB_278404+CD-20260323062039.pdf - Chronologischer Druck (chronological history)
- GL: BE-Berlin_(Charlottenburg)_HRB_278404+Liste_der_Gesellschafter-20260323062112.pdf - Official shareholder list, signed 06.08.2025, certified 19.08.2025 by Dr. Hans-Michael Giesen
- SI: BE-Berlin_(Charlottenburg)_HRB_278404+SI-20260323062524.xml - Strukturierte Informationen (xJustiz 3.5.1 format, EUID: DEF1103R.HRB278404B)
- Founding deed text - Gründungsurkunde with Annex 1 (Gesellschaftsvertrag), provided by user from Handelsregister
Registry References
- HRB 278404 B - Amutable GmbH, AG Charlottenburg
- HRB 277482 B - LPLLC Holding UG (haftungsbeschränkt), AG Charlottenburg
- HRB 277363 B - CBLLC Holding UG (haftungsbeschränkt), AG Charlottenburg
- HRB 254424 B - Assembled Parts UG, AG Frankfurt (Kühl's pre-existing entity)
Archive
- PDFs archived at tboteproject.com/git/hekate/microsoft-systemd-findings (private repo)