Shareholder Operating Agreement Template for Germany

1. Tag-Along Rights: Include when protecting minority shareholders' right to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sale

3. Anti-Dilution Protection: Include for protection against share value dilution in future capital increases

4. Deadlock Resolution: Include when equal shareholding exists or specific deadlock scenarios are likely

5. Non-Competition: Include when shareholders should be restricted from competing activities

6. Intellectual Property Rights: Include when IP is crucial to business or shareholders contribute IP

7. Managing Director Service Agreements: Include when shareholders also serve as managing directors

8. Put and Call Options: Include when specific share purchase rights are needed

9. Advisory Board: Include when establishing an advisory board (Beirat) is desired

1. Schedule 1 - Share Capital Structure: Detailed breakdown of share capital, shareholders, and contribution amounts

2. Schedule 2 - Articles of Association: Copy of current Articles of Association (Gesellschaftsvertrag)

3. Schedule 3 - Business Plan: Initial business plan and strategic objectives

4. Schedule 4 - Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Schedule 5 - Share Valuation Methods: Agreed methods for share valuation in transfer or exit scenarios

6. Schedule 6 - Managing Directors: List of current managing directors and their specific powers

7. Schedule 7 - Company Assets: Inventory of key company assets and their allocation

8. Appendix A - Form of Transfer Deed: Template for share transfer documentation

9. Appendix B - Power of Attorney: Standard form for shareholder representation