Member Managed LLC Operating Agreement Template for Germany

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Key Requirements PROMPT example:

Member Managed LLC Operating Agreement

"I need a Member Managed LLC Operating Agreement for a tech startup in Berlin with three founding members who will all participate equally in management decisions, with specific provisions for intellectual property protection and future investor participation."

Document background
The Member Managed LLC Operating Agreement is a foundational document used when establishing a member-managed limited liability company under German law. This structure is particularly suitable for small to medium-sized businesses where the owners wish to maintain direct control over daily operations while benefiting from liability protection. The agreement must comply with German corporate law, particularly the GmbHG, while establishing clear protocols for member participation in management, capital contributions, profit distribution, and decision-making processes. It's essential for businesses where members want to actively participate in management rather than appointing external managers, making it popular among startups, family businesses, and professional service firms. The document serves as the primary governance framework, detailing everything from operational procedures to member exit strategies, while ensuring compliance with German regulatory requirements.
Suggested Sections

1. Parties: Identification of all founding members of the LLC

2. Background: Context of the agreement and purpose of forming the LLC

3. Definitions: Key terms used throughout the agreement

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

5. Purpose and Powers: Company's business purpose and scope of authorized activities

6. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions

7. Members' Shares and Liability: Distribution of shares, voting rights, and limitation of liability

8. Management Structure: Management rights, decision-making processes, and voting thresholds

9. Meetings and Resolutions: Procedures for member meetings and passing resolutions

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

11. Transfer of Shares: Rules for transferring membership interests and right of first refusal

12. Termination and Dissolution: Process for company dissolution and member withdrawal

13. Confidentiality: Protection of company and member confidential information

14. Governing Law and Jurisdiction: Applicable German law and jurisdiction for disputes

15. Amendments: Procedures for modifying the operating agreement

Optional Sections

1. Intellectual Property Rights: Required when the LLC will develop or manage significant IP assets

2. Non-Competition and Non-Solicitation: Added when members agree to restrictions on competing activities

3. Advisory Board: Include when the LLC will have an advisory board structure

4. Employee Participation: Needed when implementing employee ownership or profit-sharing programs

5. International Operations: Required for LLCs planning to operate across borders

6. Deadlock Resolution: Important for LLCs with equal ownership splits

7. Special Purpose Vehicles: Include when the LLC plans to create subsidiary entities

Suggested Schedules

1. Schedule 1 - Initial Members and Capital Contributions: Detailed list of members and their initial capital contributions

2. Schedule 2 - Business Plan: Initial business plan and strategic objectives

3. Schedule 3 - Management Procedures: Detailed procedures for day-to-day management

4. Schedule 4 - Valuation Methods: Agreed methods for valuing company shares and assets

5. Schedule 5 - Specimen Resolution Forms: Templates for common member resolutions

6. Appendix A - Articles of Association: Copy of the official Articles of Association (Gesellschaftsvertrag)

7. Appendix B - Member Contact Information: Current contact details for all members

8. Appendix C - Signature Pages: Executed signature pages of all members

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

Professional Services

Manufacturing

Retail

Consulting

Real Estate

Healthcare

Food and Beverage

Construction

Digital Services

Creative Industries

Import/Export

Financial Services

Education and Training

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Operations

Compliance

Risk Management

Administrative

Business Development

Strategy

Relevant Roles

Managing Director

Company Founder

Business Owner

Legal Counsel

Corporate Lawyer

Chief Executive Officer

Chief Financial Officer

Company Secretary

Business Development Manager

Operations Director

Compliance Officer

Risk Manager

Corporate Governance Specialist

Partner

Board Member

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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