Addendum To Partnership Agreement Template for Germany

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Key Requirements PROMPT example:

Addendum To Partnership Agreement

I need an Addendum to Partnership Agreement to add a new limited partner to our existing German law partnership, with an initial capital contribution of €500,000, to be effective from March 1, 2025, while maintaining the current management structure.

Document background
The Addendum To Partnership Agreement is a critical legal document used when partners need to modify their existing partnership arrangement under German law. It's commonly required when circumstances change, such as admitting new partners, adjusting profit-sharing ratios, changing management structures, or updating operational procedures. The document must comply with German partnership law, including the Handelsgesetzbuch (HGB) for commercial partnerships and Bürgerliches Gesetzbuch (BGB) for civil law partnerships. This addendum serves as a bridge between the original agreement and new terms, ensuring continuous legal compliance while adapting to evolving business needs. It's particularly important in German business practice where formal documentation of partnership changes is essential for legal certainty and regulatory compliance.
Suggested Sections

1. Parties: Identification of all parties to the original partnership agreement who are affected by this addendum

2. Background: Reference to the original partnership agreement including its date and parties, and brief context for why the addendum is necessary

3. Definitions: Key terms used in the addendum, including reference to definitions in the original agreement that remain applicable

4. Amendments: Detailed description of specific modifications to the original agreement, clearly referencing the sections being modified

5. Effect on Original Agreement: Confirmation that all other terms of the original agreement remain in full force and effect

6. Governing Law: Confirmation that the addendum is governed by German law, consistent with the original agreement

7. Execution: Signature blocks for all parties, including date and place of signing

Optional Sections

1. Effective Date: Specific section stating when the amendments take effect, if different from the signing date

2. Representations and Warranties: Additional confirmations by the parties, needed if the amendments involve significant changes to partner responsibilities or capital contributions

3. Regulatory Compliance: Required if the amendments need to address specific regulatory requirements or permissions

4. Third Party Consents: Include if the amendments require approval from external parties or regulatory bodies

5. Transitional Provisions: Include if the amendments require a transition period or phased implementation

Suggested Schedules

1. Schedule of Amendments: Detailed list of specific clauses being amended, showing both original and new text

2. Updated Partner Information: If the amendments involve changes to partner details, contributions, or profit sharing

3. Regulatory Approvals: Copies of any required regulatory approvals or third-party consents

4. Updated Financial Terms: If the amendments involve changes to financial arrangements or capital structure

5. Comparison Version: Redline showing changes between original agreement and amended versions of modified clauses

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
Relevant Industries

Legal Services

Professional Services

Real Estate

Manufacturing

Trading and Commerce

Healthcare

Architecture

Engineering

Consulting

Financial Services

Technology

Retail

Construction

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Executive Leadership

Partnership Management

Relevant Roles

Managing Partner

Senior Partner

Legal Counsel

Corporate Lawyer

Partnership Manager

Chief Executive Officer

Chief Financial Officer

Business Development Director

Compliance Officer

Risk Manager

Company Secretary

Managing Director

Finance Director

Operations Director

Professional Partner

General Counsel

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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