Management Company Operating Agreement Generator for Germany

The Management Company Operating Agreement is a crucial document required when establishing or restructuring a management company in Germany. It serves as the primary governing document that defines how the company will be operated, managed, and controlled. This agreement is particularly important under German law, where corporate governance requirements are strictly regulated through the GmbH-Gesetz and other relevant legislation. The document addresses essential aspects such as capital contributions, management structure, profit distribution, transfer restrictions, and voting rights, while ensuring compliance with German corporate law requirements. It's typically used when setting up professional service firms, investment management companies, or other businesses providing management services, and needs to be carefully drafted to balance operational flexibility with regulatory compliance.

1. Parties: Identification of all parties to the agreement, including the company and its members

2. Background: Context of the agreement and purpose of the management company

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

4. Formation and Purpose: Details of company formation, registration, and business purpose

5. Capital Contributions: Initial and subsequent capital contributions, capitalization requirements

6. Management Structure: Governance framework, appointment of managers, decision-making processes

7. Powers and Duties of Managers: Scope of management authority, responsibilities, and limitations

8. Members' Rights and Obligations: Rights, voting powers, and obligations of company members

9. Meetings and Resolutions: Procedures for management and member meetings, voting requirements

10. Financial Matters: Accounting, distributions, tax matters, fiscal year definition

11. Transfer of Interests: Rules regarding transfer of ownership interests and restrictions

12. Confidentiality: Protection of company and client confidential information

13. Term and Termination: Duration of agreement, termination events and procedures

14. Dissolution and Liquidation: Process for company dissolution and asset distribution

15. General Provisions: Standard legal provisions including notices, amendments, governing law