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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."
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
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
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
Articles of Association (Gesellschaftsvertrag)
Business Day
Business Plan
Commercial Register (Handelsregister)
Company
Confidential Information
Financial Year
GmbH
GmbHG
Initial Capital (Stammkapital)
Managing Director (Geschäftsführer)
Material Breach
Parties
Registered Office (Sitz)
Share (Geschäftsanteil)
Share Capital
Shareholder (Gesellschafter)
Shareholders' Meeting (Gesellschafterversammlung)
Shareholders' Resolution
Subsidiary
Transfer
Board of Directors (Geschäftsführung)
Intellectual Property Rights
Reserved Matters
Business Hours
Completion
Completion Date
Deadlock
Encumbrance
Group
Insolvency Event
Related Party Transaction
Tag-Along Rights
Drag-Along Rights
Fair Market Value
Force Majeure
Permitted Transfer
Qualified Majority
Simple Majority
Territory
Working Day
Company Formation
Share Capital and Contributions
Share Transfer Restrictions
Pre-emption Rights
Management Powers
Shareholder Meetings
Voting Rights
Reserved Matters
Profit Distribution
Financial Reporting
Confidentiality
Non-Competition
Intellectual Property
Decision Making
Deadlock Resolution
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Transfer of Shares
Death of Shareholder
Termination
Force Majeure
Dispute Resolution
Governing Law
Severability
Amendment Procedures
Notices
Business Operations
Working Capital
Bank Accounts
Asset Management
Employee Matters
Insurance
Compliance
Tax Matters
Representations and Warranties
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
Legal
Corporate Governance
Executive Leadership
Finance
Tax
Compliance
Business Development
Corporate Strategy
Shareholder Relations
Board of Directors
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
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