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Amendment To Limited Partnership Agreement

Amendment To Limited Partnership Agreement Template for Germany

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Key Requirements PROMPT example:

Amendment To Limited Partnership Agreement

I need an Amendment to Limited Partnership Agreement under German law to add a new limited partner who will contribute €2 million in capital, effective March 1, 2025, while maintaining the existing profit-sharing ratios for current partners.

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Document background
The Amendment To Limited Partnership Agreement is a crucial document used when partners in a German Kommanditgesellschaft (KG) need to modify their existing partnership arrangement. This document type is commonly required when implementing changes such as admitting new partners, adjusting capital contributions, modifying profit-sharing ratios, or updating management structures. The amendment must comply with German partnership law, particularly the Handelsgesetzbuch (HGB), and requires registration with the Commercial Register (Handelsregister). It's essential for maintaining legal compliance while adapting the partnership structure to changing business needs or partner requirements. The document typically includes precise references to the original agreement's provisions being modified while ensuring continuity of unaffected terms.
Suggested Sections

1. Parties: Identification of all current partners, including general partners (Komplementäre) and limited partners (Kommanditisten)

2. Background: Reference to the original Limited Partnership Agreement, its date, and the reason for the amendment

3. Definitions: Key terms used in the amendment, including reference to definitions in the original agreement

4. Effective Date: Specification of when the amendments take effect

5. Amendments: Detailed description of each modification to the original agreement, with clear reference to the sections being amended

6. Confirmation of Continuing Provisions: Statement confirming that all other provisions of the original agreement remain in full force and effect

7. Registration Requirements: Provisions regarding registration of the amendments with the Commercial Register (Handelsregister)

8. Execution: Signature blocks for all partners required to execute the amendment

Optional Sections

1. Capital Contribution Changes: Required if the amendment involves changes to partner capital contributions or partnership shares

2. Management Rights: Required if the amendment modifies management rights or responsibilities of partners

3. Profit and Loss Allocation: Required if the amendment changes how profits and losses are distributed

4. Transfer Provisions: Required if the amendment modifies rules about transferring partnership interests

5. Term and Termination Updates: Required if the amendment changes the partnership's duration or termination provisions

6. New Partner Provisions: Required if the amendment adds new partners to the partnership

7. Retiring Partner Provisions: Required if the amendment addresses the withdrawal of existing partners

Suggested Schedules

1. Schedule of Amendments: Detailed table showing original provisions and their amended versions

2. Updated Partnership Capital Schedule: Current partnership shares and capital contributions if modified

3. Partner Consent Documents: Written consents from partners if not all are signing the main amendment

4. Commercial Register Forms: Required forms for registering the amendments with the Handelsregister

5. Power of Attorney: If required for registration purposes or execution by certain partners

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
Amendment
Amendment Date
Effective Date
Original Agreement
General Partner (Komplementär)
Limited Partner (Kommanditist)
Partnership (Kommanditgesellschaft)
Partnership Interest
Capital Account
Capital Contribution
Commercial Register (Handelsregister)
Limited Partnership Share (Kommanditanteil)
Management Rights
Partnership Assets
Partnership Capital
Profit Sharing Ratio
Registered Capital (Haftsumme)
Transfer
Business Day
Consent
Governing Law
Parties
Registration Requirements
Amended Provisions
Continuing Provisions
Execution Date
Relevant Industries

Real Estate

Private Equity

Manufacturing

Professional Services

Retail

Technology

Healthcare

Infrastructure

Energy

Family Business

Investment Management

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Business Development

Executive Management

Partnership Management

Investment

Corporate Governance

Risk Management

Relevant Roles

Managing Partner

General Counsel

Legal Director

Chief Financial Officer

Corporate Secretary

Partnership Manager

Managing Director

Chief Executive Officer

Legal Counsel

Finance Director

Compliance Officer

Business Development Director

Investment Manager

Tax Director

Partner Relations Manager

Industries
Handelsgesetzbuch (HGB) - German Commercial Code: Sections 161-177a specifically govern limited partnerships (Kommanditgesellschaft), including formation, partner liability, management rights, and profit/loss distribution
Bürgerliches Gesetzbuch (BGB) - German Civil Code: Sections 705-740 contain general partnership law provisions and basic contract law principles applicable to partnership agreements and their modifications
Partnerschaftsgesellschaftsgesetz (PartGG) - Partnership Act: Contains supplementary provisions that might affect partnership structures and their modifications, particularly relevant if professional services are involved
Handelsregisterverordnung (HRV) - Commercial Register Ordinance: Governs the registration requirements for changes to partnership agreements in the commercial register
UmwG (Umwandlungsgesetz) - Transformation Act: May be relevant if the amendment involves structural changes to the partnership or affects its legal form
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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