Real Estate LLC Operating Agreement Template for Germany

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Key Requirements PROMPT example:

Real Estate LLC Operating Agreement

"I need a Real Estate LLC Operating Agreement for a three-member GmbH that will focus on residential property development in Berlin, with specific provisions for project financing and an investment committee structure to be implemented by March 2025."

Document background
The Real Estate LLC Operating Agreement serves as the foundational document for establishing and operating a real estate-focused limited liability company under German law. This document is essential when two or more parties wish to form a GmbH (Gesellschaft mit beschränkter Haftung) for real estate investment, development, or management purposes in Germany. It combines standard GmbH requirements under German corporate law with specific provisions for real estate operations, including property acquisition, management, and disposition. The agreement must comply with the German Limited Liability Companies Act (GmbHG) while addressing unique aspects of real estate business operations, such as property management, investment decisions, and asset valuations. It's particularly important for foreign investors entering the German real estate market through a corporate structure, as it provides clear governance guidelines while ensuring compliance with local regulations.
Suggested Sections

1. Parties: Identification of all founding members/shareholders (Gesellschafter) of the LLC

2. Background: Context of the LLC formation, purpose of the real estate business, and general intentions of the parties

3. Definitions: Key terms used throughout the agreement, including real estate-specific terminology

4. Formation and Name: Official company name, registered office location, and formation details

5. Purpose of the Company: Specific scope of real estate activities and permitted business operations

6. Share Capital and Contributions: Details of the company's share capital, contributions by members, and any real estate assets contributed as capital

7. Shareholders and Shares: Rights and obligations of shareholders, share transfer restrictions, and voting rights

8. Management and Representation: Appointment and removal of managing directors (Geschäftsführer), powers, and limitations

9. Shareholders' Meetings: Procedures for conducting meetings, voting requirements, and decision-making processes

10. Real Estate Operations: Guidelines for property acquisition, management, leasing, and disposition

11. Financial Matters: Accounting principles, distribution of profits, handling of losses, and capital calls

12. Term and Termination: Duration of the LLC and conditions for dissolution

13. Confidentiality: Protection of company and real estate information

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

Optional Sections

1. Real Estate Investment Committee: For larger LLCs, establishes a committee to approve major property decisions

2. Property Management Guidelines: Detailed procedures for property management if the LLC manages properties directly

3. Development Projects: Specific provisions for real estate development activities if applicable

4. Financing Arrangements: Procedures for obtaining and managing external financing

5. Environmental Compliance: Special provisions for environmental requirements and liability

6. Succession Planning: Procedures for handling succession of shareholders or management

7. Conflict Resolution: Alternative dispute resolution procedures before court litigation

8. Related Party Transactions: Procedures for handling transactions with related parties or shareholders

Suggested Schedules

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

2. Schedule B - Property Schedule: List of real estate assets owned or managed by the LLC

3. Schedule C - Management Structure: Organizational chart and management responsibilities

4. Schedule D - Business Plan: Initial business plan and investment strategy

5. Schedule E - Valuation Methodology: Agreed methods for valuing real estate assets and company shares

6. Appendix 1 - Property Management Procedures: Detailed procedures for property management and maintenance

7. Appendix 2 - Due Diligence Requirements: Checklist and procedures for property acquisition

8. Appendix 3 - Reporting Templates: Standard forms for financial and operational reporting

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

Real Estate

Property Development

Property Management

Commercial Real Estate

Residential Real Estate

Investment Management

Corporate Services

Construction

Property Technology

Facility Management

Relevant Teams

Legal

Real Estate Operations

Investment

Asset Management

Corporate Governance

Finance

Compliance

Property Management

Business Development

Risk Management

Relevant Roles

Real Estate Investment Manager

Property Manager

Managing Director

Corporate Lawyer

Legal Counsel

Real Estate Developer

Investment Director

Asset Manager

Compliance Officer

Financial Controller

Company Secretary

Operations Director

Real Estate Analyst

Portfolio Manager

Business Development Manager

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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