Limited Liability Partnership Contract Template for Germany

The Limited Liability Partnership Contract for a German GmbH & Co. KG is essential for businesses seeking to establish a hybrid corporate structure that combines liability protection with tax efficiency. This document type is commonly used in Germany when founding or restructuring businesses that require both the professional management and liability protection of a GmbH (limited liability company) with the tax benefits and flexibility of a KG (limited partnership). The contract must comply with German corporate and partnership laws, including the Handelsgesetzbuch (HGB) and GmbH-Gesetz. It details partner relationships, capital structures, management rights, profit distribution, and operational procedures, making it particularly suitable for family businesses, professional services firms, and medium to large enterprises seeking optimal legal and tax structures.

1. Parties: Identification of the GmbH as general partner and all limited partners

2. Background: Context of the partnership formation and its business purpose

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Establishment of the GmbH & Co. KG and its registered business name

5. Registered Office: Official registered address and place of business

6. Purpose of Partnership: Detailed description of business activities and objectives

7. Duration: Term of the partnership and conditions for continuation

8. Capital Contributions: Initial capital contributions of all partners and terms for additional contributions

9. Partnership Shares: Distribution of ownership interests among partners

10. Management and Representation: Management structure, powers of the GmbH as general partner, and decision-making processes

11. Partners' Rights and Obligations: Detailed rights, responsibilities, and obligations of all partners

12. Profit and Loss Distribution: Method of calculating and distributing profits and losses

13. Accounts and Records: Requirements for financial reporting and record-keeping

14. Transfer of Partnership Interests: Rules and restrictions regarding the transfer of partnership shares

15. Termination and Liquidation: Conditions and procedures for partnership termination and asset distribution

16. Notices: Communication requirements and procedures between partners

17. Governing Law: Confirmation of German law application and jurisdiction

18. Severability: Provisions for maintaining validity if parts are found invalid