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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."
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
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
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
Articles of Association
Business Day
Business Plan
Capital Account
Capital Contribution
Company
Confidential Information
Distribution
Effective Date
Facility Management Services
Fiscal Year
Gesellschaft mit beschränkter Haftung (GmbH)
Gesellschafter
Geschäftsführer
Gross Asset Value
Investment Committee
Lease
Majority Vote
Managing Director
Member
Net Operating Income
Operating Expenses
Property
Property Management Agreement
Property Manager
Real Estate Assets
Registered Office
Share Capital
Share
Shareholder
Shareholders' Meeting
Shareholders' Resolution
Special Resolution
Stammkapital
Supervisory Board
Transfer
Handelsregister
Voting Rights
Permitted Use
Project
Development Property
Investment Property
Related Party
Fair Market Value
Valuation Date
Exit Event
Reserved Matters
Encumbrance
Material Adverse Change
Company Purpose
Share Capital
Shareholder Rights
Management Authority
Voting Rights
Property Management
Investment Decisions
Capital Contributions
Profit Distribution
Transfer Restrictions
Real Estate Operations
Asset Valuation
Financial Reporting
Confidentiality
Non-Competition
Decision Making
Property Acquisition
Property Disposal
Leasing Guidelines
Environmental Compliance
Insurance Requirements
Conflict Resolution
Amendment Procedures
Dissolution
Termination Rights
Regulatory Compliance
Tax Provisions
Liability Limitations
Indemnification
Related Party Transactions
Meeting Procedures
Record Keeping
Governing Law
Exit Rights
Dispute Resolution
Force Majeure
Representations and Warranties
Real Estate
Property Development
Property Management
Commercial Real Estate
Residential Real Estate
Investment Management
Corporate Services
Construction
Property Technology
Facility Management
Legal
Real Estate Operations
Investment
Asset Management
Corporate Governance
Finance
Compliance
Property Management
Business Development
Risk Management
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
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