Operating Agreement For Member Managed Limited Liability Company Template for Germany

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Key Requirements PROMPT example:

Operating Agreement For Member Managed Limited Liability Company

"I need an Operating Agreement For Member Managed Limited Liability Company for a German technology startup with three founding members, incorporating specific provisions for intellectual property protection and future investment rounds, planned to be effective from March 1, 2025."

Document background
The Operating Agreement For Member Managed Limited Liability Company is a foundational document required when establishing a GmbH (Gesellschaft mit beschränkter Haftung) in Germany. This document is essential for businesses seeking to operate under German law while maintaining member-managed governance structure. It must comply with the GmbHG and other relevant German corporate laws, while addressing specific operational needs of the business. The agreement typically includes provisions for capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures. It's particularly crucial for small to medium-sized enterprises where members actively participate in company management, requiring careful attention to decision-making processes and member responsibilities.
Suggested Sections

1. Parties: Identification of all founding members of the LLC, including full legal names, addresses, and ownership percentages

2. Background: Context of the agreement, purpose of forming the LLC, and brief description of the business

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Formation and Name: Company name, registered office, purpose of business, and formation details

5. Capital Contributions: Initial capital contributions, types of contributions (cash/assets), and valuation methods

6. Membership Interests: Classes of membership interests, voting rights, and economic rights

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

8. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum rules

9. Distributions and Allocations: Profit and loss allocation, distribution policies, and timing

10. Transfer Restrictions: Limitations on transfer of membership interests, right of first refusal, and transfer procedures

11. Exit Provisions: Member withdrawal, death, disability, and buyout provisions

12. Dissolution and Liquidation: Events triggering dissolution, liquidation procedures, and asset distribution

13. Books and Records: Record-keeping requirements, access rights, and financial reporting obligations

14. Confidentiality: Protection of company information and trade secrets

15. Amendments: Procedures for modifying the operating agreement

16. Governing Law: Specification of German law application and jurisdiction

Optional Sections

1. Intellectual Property Rights: Used when the company has significant IP assets, defining ownership and usage rights

2. Employment of Members: Required when members will be employed by the LLC, defining employment terms

3. Tag-Along and Drag-Along Rights: Included for larger LLCs or when future sale possibilities are anticipated

4. Dispute Resolution: Detailed procedures for resolving conflicts, including mediation or arbitration provisions

5. Non-Competition: Restrictions on members' competitive activities, used when protecting market position is crucial

6. International Operations: Required when the LLC operates across borders, addressing international business aspects

7. Special Purpose Vehicles: Used when the LLC plans to create subsidiaries or special purpose entities

8. Advisory Board: When the LLC wants to establish a non-statutory advisory board

Suggested Schedules

1. Schedule A - Member Information: Detailed list of members, contact information, and initial capital contributions

2. Schedule B - Asset Valuation: Valuation details of non-cash contributions to capital

3. Schedule C - Business Plan: Initial business plan and operating guidelines

4. Schedule D - Property Schedule: List of company-owned or leased properties and assets

5. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member meetings

6. Appendix 2 - Financial Reporting Templates: Standard formats for required financial reports

7. Appendix 3 - Signature Authorities: Documentation of signing powers and authority limits

8. Appendix 4 - Compliance Guidelines: Summary of key regulatory compliance requirements

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

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Financial Services

Construction

Hospitality

E-commerce

Consulting

Media and Entertainment

Transportation and Logistics

Energy

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Strategic Planning

Relevant Roles

CEO

Managing Director

Company Founder

Business Owner

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Company Secretary

Business Development Director

Operations Manager

Compliance Officer

Risk Manager

Board Member

Partner

Entrepreneur

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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