Single Member Manager Managed LLC Operating Agreement Template for Germany

The Single Member Manager Managed LLC Operating Agreement is essential for entrepreneurs establishing a GmbH (German Limited Liability Company) under German law where they will be both the sole owner and manager. This document is typically used when founding a new business or converting an existing business into a GmbH structure with single ownership. It details crucial aspects such as capital contributions, management responsibilities, financial procedures, and compliance requirements under German corporate law. The agreement must comply with the German Limited Liability Company Act (GmbHG) while providing flexibility for business operations and potential future growth. This document is particularly important as it serves both as the constitutional document of the company and as a management framework, ensuring clear guidelines for business operations while maintaining the protection of limited liability under German law.

1. Parties: Identification of the single member and the LLC entity

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

3. Definitions: Key terms used throughout the agreement

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

5. Registered Office and Duration: Company's registered address and duration (if not perpetual)

6. Capital Contribution: Initial capital contribution and provisions for additional contributions

7. Management Structure: Designation of manager-managed structure and management powers

8. Manager Rights and Duties: Detailed responsibilities and authority of the manager

9. Member Rights and Limitations: Rights and obligations of the single member

10. Financial Matters: Accounting, tax, banking, and financial management provisions

11. Distributions: Rules regarding profit distributions and withdrawals

12. Transfer Restrictions: Provisions governing the transfer of membership interests

13. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

14. Books and Records: Requirements for maintaining company records and documentation

15. Amendments: Procedures for modifying the operating agreement

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

17. General Provisions: Miscellaneous legal provisions including severability and notices