LLC Business Partnership Agreement Template for Germany

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Key Requirements PROMPT example:

LLC Business Partnership Agreement

"I need an LLC Business Partnership Agreement for a technology startup GmbH based in Berlin, with three founding partners contributing different amounts of initial capital and intellectual property, to be established by March 2025."

Document background
The LLC Business Partnership Agreement (GmbH-Gesellschaftsvertrag) is a foundational document used when establishing a German Limited Liability Company (GmbH) with multiple partners or shareholders. This agreement is essential under German corporate law and must comply with the Limited Liability Company Act (GmbHG) while addressing the specific needs of the business partnership. It serves as the primary governing document that outlines capital contributions, profit sharing, management structure, decision-making processes, and exit strategies. The agreement must be notarized in Germany and filed with the commercial register (Handelsregister) as part of the company formation process. It's particularly crucial for businesses seeking to establish a formal corporate structure while maintaining flexibility in internal organization and protecting shareholders through limited liability.
Suggested Sections

1. Parties: Identification and details of all partners/shareholders forming the GmbH

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

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Formation and Name: Details of company formation, registered name, and business address

5. Business Purpose: Detailed description of the company's business activities and objectives

6. Share Capital and Contributions: Structure of share capital, initial contributions, and payment terms

7. Shareholders Rights and Obligations: Core rights and duties of shareholders, including voting rights

8. Management and Representation: Appointment of managing directors (Geschäftsführer) and their powers

9. Shareholders' Meetings: Procedures for conducting shareholders' meetings and decision-making

10. Financial Matters: Financial management, profit distribution, and loss allocation

11. Transfer of Shares: Rules and restrictions regarding the transfer of company shares

12. Termination and Exit: Conditions and procedures for terminating the partnership or shareholder exit

13. Confidentiality: Obligations regarding confidential information and trade secrets

14. Notices: Communication procedures between parties and formal notice requirements

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on competitive activities, used when partners might have competing interests

2. Intellectual Property Rights: IP ownership and usage rights, important for technology or creative businesses

3. Employee Participation: Employee share schemes or profit participation, for companies planning employee ownership

4. Advisory Board: Structure and powers of an advisory board (Beirat), for larger or more complex GmbHs

5. Deadlock Resolution: Procedures for resolving deadlocks, important for 50/50 partnerships

6. Tag-Along and Drag-Along Rights: Special share transfer provisions, useful for companies planning future sale/exit

7. International Operations: Specific provisions for international business activities

8. Corporate Social Responsibility: CSR commitments and obligations, for companies with sustainability focus

Suggested Schedules

1. Schedule 1: Initial Shareholders and Contributions: Detailed list of shareholders and their initial capital contributions

2. Schedule 2: Business Plan: Initial business plan and financial projections

3. Schedule 3: Articles of Association: Full text of the company's Articles of Association (Gesellschaftsvertrag)

4. Schedule 4: Management Rules: Detailed management procedures and decision-making processes

5. Schedule 5: Intellectual Property Register: List of company's IP assets and ownership details

6. Schedule 6: Real Estate and Assets: List of company's material assets and properties

7. Appendix A: Shareholder Resolution Template: Standard format for shareholder resolutions

8. Appendix B: Share Transfer Agreement Template: Standard format for executing share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Manufacturing

Professional Services

Retail and E-commerce

Real Estate

Healthcare

Financial Services

Consulting

Media and Entertainment

Construction

Food and Beverage

Logistics and Transportation

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Tax

Compliance

Business Development

Corporate Strategy

Shareholder Relations

Board of Directors

Relevant Roles

CEO

Managing Director

Chief Legal Officer

Corporate Lawyer

Business Development Director

Chief Financial Officer

Company Secretary

Tax Director

Compliance Officer

Board Member

Shareholder Relations Manager

Investment Manager

Corporate Governance Officer

Partners

Founding Members

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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