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Amended And Restated Operating Agreement

Amended And Restated Operating Agreement Template for Germany

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Key Requirements PROMPT example:

Amended And Restated Operating Agreement

I need an Amended and Restated Operating Agreement for my German GmbH to reflect the addition of two new shareholders and the establishment of an advisory board, with the changes to take effect from March 1, 2025.

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Document background
The Amended and Restated Operating Agreement is typically used when a German GmbH has undergone significant changes that necessitate a substantial revision of its original operating agreement. These changes might include alterations in ownership structure, management arrangements, or business operations. The document serves to consolidate all previous amendments and incorporate new changes into a single, comprehensive agreement, making it easier to reference and understand the current governing rules of the company. It must comply with German corporate law, particularly the GmbH-Gesetz, and requires notarization under German law. This type of agreement is particularly relevant when companies have experienced multiple amendments to their original operating agreement, during corporate restructuring, or when bringing in new shareholders.
Suggested Sections

1. Parties: Identification of all members/shareholders and the company itself

2. Background: Context of the original agreement and reasons for amendment and restatement

3. Definitions: Key terms used throughout the agreement, including German legal terminology

4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety

5. Company Name and Purpose: Legal name, registered office, and business purpose (Unternehmensgegenstand)

6. Share Capital and Contributions: Details of share capital (Stammkapital) and members' contributions

7. Members Rights and Obligations: Core rights and duties of members, including voting rights and profit sharing

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

9. Shareholders Meetings: Procedures for convening and conducting shareholders meetings

10. Transfer of Shares: Rules and restrictions regarding share transfers

11. Financial Matters: Profit distribution, losses, and accounting principles

12. Term and Termination: Duration of the agreement and termination provisions

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

Optional Sections

1. Advisory Board: Establishment and powers of an advisory board (Beirat), if required

2. Succession Planning: Specific provisions for business succession and inheritance

3. Non-Competition: Restrictions on competitive activities by members

4. Tag-Along/Drag-Along Rights: Special share transfer rights for minority/majority protection

5. Deadlock Resolution: Mechanisms for resolving decision-making deadlocks

6. Additional Capital Contributions: Procedures for requesting additional capital from members

7. Intellectual Property Rights: Specific provisions regarding IP ownership and usage

8. Branch Offices: Provisions for establishing and managing branch offices

Suggested Schedules

1. Original Operating Agreement: Copy of the original agreement being amended

2. Current Members List: Details of all current members and their shareholdings

3. Share Transfer History: Record of all share transfers since company formation

4. Managing Directors' Service Agreements: Terms of employment for managing directors

5. Company Assets Schedule: List of major company assets and their allocation

6. Special Rights and Obligations: Any special rights or obligations attached to specific shares

7. Required Governmental Approvals: List of obtained permits and licenses

8. Specimen Signatures: Authorized signatures of managing directors and key positions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Original Operating Agreement
Amendment Date
Effective Date
Company
Articles of Association
GmbH
Share Capital (Stammkapital)
Business Day
Share (Geschäftsanteil)
Shareholders (Gesellschafter)
Managing Director (Geschäftsführer)
Shareholders' Meeting (Gesellschafterversammlung)
Shareholders' Resolution
Commercial Register (Handelsregister)
Financial Year
Annual Accounts
Transfer
Encumbrance
Material Adverse Change
Confidential Information
Intellectual Property Rights
Budget
Business Plan
Related Party
Affiliate
Successor
Supervisory Board (Aufsichtsrat)
Advisory Board (Beirat)
Required Majority
Qualified Majority
Simple Majority
Share Transfer Agreement
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Distribution
Capital Increase
Capital Decrease
Reserved Matters
Deadlock
Good Cause (Wichtiger Grund)
Commercial Code (HGB)
Civil Code (BGB)
Insolvency Event
Force Majeure
Prior Amendments
Permitted Transfer
Restricted Territory
Competition
Business Hours
Registered Office
Corporate Purpose
Successor Agreement
Clauses
Amendment and Restatement
Interpretation
Company Formation
Share Capital
Capital Contributions
Additional Financing
Share Transfers
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Management Powers
Appointment of Managing Directors
Shareholders' Meetings
Voting Rights
Reserved Matters
Profit Distribution
Financial Reporting
Confidentiality
Non-Competition
Business Operations
Corporate Governance
Decision Making
Deadlock Resolution
Information Rights
Exit Rights
Termination
Succession
Severability
Notices
Governing Law
Dispute Resolution
Force Majeure
Entire Agreement
Registration Requirements
Compliance
Administrative Matters
Share Certificates
Shareholder Loans
Business Plan
Supervisory Board
Advisory Board
Company Secretary
Indemnification
Amendment Procedures
Dissolution
Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Energy

Transportation

Construction

Media and Entertainment

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Leadership

Corporate Development

Risk Management

Shareholder Relations

Business Development

Investment

Administrative

Relevant Roles

Managing Director (Geschäftsführer)

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Counsel

Compliance Officer

Head of Corporate Governance

Board Member

Shareholder Relations Manager

Corporate Development Director

Business Development Manager

Risk Manager

Investment Director

Company Secretary

Industries
Bürgerliches Gesetzbuch (BGB): German Civil Code - Provides the basic framework for contracts, legal transactions, and obligations in German law
Handelsgesetzbuch (HGB): German Commercial Code - Governs commercial partnerships and business relationships between merchants
GmbH-Gesetz (GmbHG): Limited Liability Companies Act - Regulates the formation and operation of German limited liability companies
Aktiengesetz (AktG): Stock Corporation Act - Relevant if the operating agreement involves aspects of stock corporations or corporate governance
Umwandlungsgesetz (UmwG): Transformation Act - Governs corporate restructuring, mergers, and transformations
Handelsregisterverordnung (HRV): Commercial Register Regulation - Covers registration requirements and procedures for business entities
EU Business Law Regulations: Relevant European Union regulations that affect German business operations and corporate governance
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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